Digitally signed by SHALINI SHALINI CHAUHAN CHAUHAN Date: 2025.07.19 16:27:11 +05'30'

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NDA SECURITIES LIMITED ANNUAL REPORT

FY2024-25

NDA SECURITIES

ANNUAL REPORT FY24-25

NDA SECURITIES LIMITED

At NDA Securities Limited, we are committed to making investing simple, secure, and accessible. Our mission reflects our client-first approach, while our vision drives us to lead through innovation, trust, and integrated financial services. Together, they guide everything we do—from recommendations to execution.

Disclaimer: This report contains forward-looking statements which are subject to risks and uncertainties and actual results may differ materially.

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ANNUAL REPORT FY24-25

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TABLE OF CONTENT
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01 CORPORATE INFORMATION

Outlines our mission, vision, values, and	04
corporate identity, providing insight into	05
our strategic direction & foundational	06
business principles	07

02 MANAGING DIRECTOR LETTER

Includes MD’s message to shareholders,	08
profles of board members, and a brief	11
history outlining the company’s growth	12
and evolution	13

03 KEY MILESTONES AND ACHIEVEMENTS

Highlights	unique strengths, operational	14
footprint,	market presence, business	21
evolution,	key milestones, major	22
achievements, and a detailed SWOT		23
analysis

04 NOTICE TO SHAREHOLDERS

Contains ofcial notice to shareholders	26
regarding the annual general meeting,	37
agenda items, voting instructions, and	38
important regulatory disclosures	39

05 BOARD’S REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Presents the Board’s insights on performance, 40 governance, and strategy, along with a detailed analysis 65 of financial and operational results 66 67

06 STANDALONE INDEPENDENT AUDITOR’S REPORT AND FINANCIAL STATEMENTS

Contains the auditor’s independent opinion and detailed	68
fnancial statements, including balance sheet, income	121
statement, cash fows, and notes	122
	123

07 CONSOLIDATED INDEPENDENT AUDITOR’S REPORT AND FINANCIAL STATEMENTS

Includes the auditor’s report on consolidated accounts	Includes the auditor’s report on consolidated accounts	124
and comprehensive consolidated	fnancial statements,	177
refecting group-wide financial	performance and	178
position		179

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NDA SECURITIES

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CORPORATE INFORMATION

With a legacy built on trust, innovation, and regulatory excellence, NDA Securities Limited continues to serve as a reliable partner in navigating India’s capital markets. Now under the leadership of Mr. Gaurav Jindal, Managing Director, who acquired the company as a going concern with a forward-looking, growth-driven vision, the firm is undergoing a transformative phase. Empowered by strategic insight, digital agility, and a client- centric approach, NDA Securities Limited is wellpositioned to lead in a dynamic financial landscape.

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NDA SECURITIES

ANNUAL REPORT FY24-25

LISTED ON BSE LIMITED P J Towers, Dalal Street Mumbai - 400001 IN Website: www.bseindia.com

BOARD OF DIRECTORS

Mr. Ram Gopal Jindal (Director & Chairperson) Mr. Gaurav Jindal (Managing Director) Mr. Arvind Sharma (Director) Mr. Akshay Saxena (Director Ms. Naina Singh (Director)

BANKERS

HDFC Bank

CHIEF FINANCIAL OFFICER

Mr. Arun Kumar Mistry

REGISTRAR & SHARE TRANSFER AGENTS

Beetal Financial & Computer Services Pvt. Ltd. Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping Centre, New Delhi – 110062 IN Tel: 011-29961281-83 Email: [email protected] Website: www.beetalfinancial.com

DEPOSITORY PARTICIPANT OF

NATIONAL SECURITIES DEPOSITORY LIMITED 4th Floor, Trade World, A Wing, Kamala Mills Compound,Senapati Bapat Marg, Lower Parel, Mumbai - 400 013. Website: www.nsdl.co.in

COMPANY SECRETARY AND COMPLIANCE OFFICER

Ms. Shalini Chauhan

STATUTORY AUDITORS M/s J M and Associates Chartered Accountants

SECRETARIAL AUDITORS Mona Bansal & Associates G-30, 165/166 Sector-3 Rohini Delhi – 110085

TRADING MEMBER OF

NATIONAL STOCK EXCHANGE OF INDIA LIMITED Exchange Plaza, 5th Floor, Plot C/1, ‘G’ Block, Bandra - Kurla Complex, Bandra (E), Mumbai - 400051, IN Website: www.nseindia.com

REGISTERED OFFICE

E-157, Second Floor, Kalkaji, New Delhi – 110019 IN

CORPORATE OFFICE:

TRADING MEMBER OF BSE LIMITED

P J Towers, Dalal Street Mumbai - 400001 IN Website: www.bseindia.com

307, 3rd Floor , Dmall Pitampura, Netaji subhash place, New Delhi -110034 Tel: 011-46204000 email: [email protected] website: www.ndaindia.com

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NDA
SECURITIES
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NDA Securities Limited was established in the year 1992 with a vision to offer professional and customer-centric stock broking services in India. Founded by Mr. Sanjay Agarwal and Mr. N.D Agarwal and other visionary financial experts, the company was created to bridge the gap between retail investors and organized capital markets.

At its inception, the primary objective of NDA Securities Ltd was to provide efficient, transparent, and accessible stock broking services, primarily focusing on equities and retail participation in the Indian financial markets. Over the past three decades, NDA Securities has built a reputation for integrity, regulatory compliance, and personalized service. Its offerings now span equity and derivative trading, mutual funds, IPO distribution, depository services, margin trading facility, and SEBI-registered Research Analyst. With the successful handover of control, NDA Securities Limited has entered a new phase of leadership aimed at driving long-term growth and transformation. The new management, led by Mr. Gaurav Jindal, has taken charge with a clear vision to

position the company as a dynamic and competitive player in the Indian financial markets. Backed by strategic initiatives, adoption of modern technologies, and a renewed focus on innovation and client experience, the company is now poised to scale its operations, expand its reach, and emerge as a future-ready financial services provider.

NDA Securities Limited focuses on customer-centric solutions through technology and innovation. With a strong team and commitment to compliance, it aims to enhance trading experiences and build lasting client relationships. The company also invests in modern platforms to ensure seamless and secure services.

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ANNUAL REPORT FY24-25

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OUR VISION

Affordable & Comprehensive Market Access

NDA Securities clearly positions themselves to offer a full suite of stock market services to everyday people and businesses alike.

Their offerings include:

Equity, futures & options trading
IPO subscriptions, mutual funds, and depository (Demat) services
Equity research analysis

They also aim to serve a diverse clientele— from corporate bodies and high-net-worth individuals to everyday retail investors— delivered through safe, transparent, and user- friendly platforms

OUR MISSION

Make Investment Easier

At NDA Securities Limited, the underlying mission is to make financial market participation more accessible, informed, and seamless for everyday investors. With a strong focus on retail and first-time clients, the company aims to simplify the investing journey through user-friendly platforms, personalized support, and balanced recommendation. Whether catering to long-term aspirations or shortterm financial objectives, NDA Securities offers a supportive ecosystem through both digital and offline channels—ensuring convenience, transparency, and trust at every step.

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MANAGING DIRECTOR’S LETTER

Mr. Gaurav Jindal

Managing Director of the NDA Securities Limited

As the new steward of NDA Securities Limited, I am committed to transforming this legacydriven institution into a dynamic, technology-led force in the financial markets—one that is agile, ambitious, and built for sustainable growth

Dear Shareholders, Board Members, Clients, and Stakeholders,

Appreciation to Our Stakeholders

It is with great pride and responsibility that I address you as the Managing Director of NDA SECURITIES LIMITED in presenting our Annual Report for the financial year 2024-25. The past year has been a defining period for us— one marked by resilience, strategic agility, and forward-looking progress in a rapidly evolving capital markets environment.

Despite global uncertainties and domestic market volatility, NDA SECURITIES LIMITED demonstrated strength and adaptability by not only sustaining operations but delivering consistent value. We continued to enhance our service offerings, deepen client relationships, and advance our technological edge, further solidifying our reputation as a trusted and forward-thinking stock broking institution. As we move ahead, we remain firmly committed to driving sustainable growth, embracing innovation, and creating long-term value for all our stakeholders. We sincerely thank our shareholders for their continued trust, enduring support, and confidence in our vision and leadership.

Our progress is reflection of the unwavering support and dedication of all our stakeholders. I extend my heartfelt gratitude to our shareholders for their continued trust, to our clients for choosing us as their preferred financial partner, and to our employees whose relentless commitment, expertise, and passion have propelled our performance. I would also like to thank our Board of Directors for their strategic guidance and oversight throughout the year.

Our goal is to strengthen our digital platforms, enhance customer outreach, and diversify our product offerings to meet the evolving needs of retail and institutional investors across India. We are also focusing on operational excellence, compliance, and innovation to build a future-ready organization. I extend my heartfelt thanks to our clients, team members, and partners for their continued trust and support. Together, we will chart a path of inclusive progress and market leadership.

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Performance Overview

During the year under review, NDA SECURITIES LIMITED reported consolidated revenue of ₹625.04 lacs, reflecting a growth of 9% over the previous year. Our profit after tax stood at ₹155.38 lacs, with stable profit margins underpinned by operational efficiencies and disciplined risk management. Our brokerage income, interest earnings, and ancillary service streams contributed meaningfully to overall performance. We maintained a healthy market share in the retail and institutional broking segments, driven by client-centric innovations and robust digital infrastructure. Our research division remained instrumental in delivering timely market insights, which enabled informed client decision-making and increased engagement.

Industry Landscape and Regulatory Developments

The year saw dynamic shifts in the securities market, fueled by macroeconomic headwinds, global monetary tightening, and a wave of regulatory enhancements aimed at increasing transparency and investor protection.

Key SEBI reforms, including enhanced margin requirements and streamlined KYC norms, reshaped market behavior and operational models. We have proactively aligned with these changes by investing in compliance automation, improving customer on boarding journeys, and strengthening internal risk controls. Our technology and legal teams worked closely to ensure seamless adoption of these reforms without disrupting client experience.

Strategic Vision and Future Outlook’

Looking ahead, NDA SECURITIES LIMITED is committed to scaling new heights through

innovation, digital acceleration, and sustainable value creation. Our strategic priorities include:

Expanding Retail Participation: through intuitive trading platforms, and educational outreach programs.
Enhancing Technology Infrastructure: leveraging analytics, automation, and cyber security to deliver frictionless, secure client experiences.
Sustainability & Governance: embedding ESG principles into our operations, corporate governance, and reporting standards.

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We are acutely aware of the evolving risk landscape—geopolitical tensions, interest rate fluctuations, and tech disruptions. However, we view these challenges as opportunities to adapt, innovate, and lead.

As we look ahead, I do so with unwavering optimism for the future of NDA SECURITIES LIMITED. Our journey continues to be guided by the enduring values of integrity, insight, and our people—values that have not only shaped our past but remain the cornerstone of our path forward. These principles empower us to navigate a dynamic market landscape with confidence, clarity, and conviction.

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At the heart of our vision is a resolute mission: to become the leading clientcentric, technology-driven, and socially responsible stock broking firm in the country. This means not just keeping pace with change, but leading it—through deepening client relationships, embracing innovation, and conducting our business with a strong sense of purpose and responsibility toward the communities we serve. I extend my heartfelt gratitude to all our stakeholders—our shareholders, clients, employees, partners, and regulators—for your trust, encouragement, and continued belief in our journey. Your support fuels our ambition and strengthens our resolve to reach greater heights. As we move into the new financial year, I look forward to your continued partnership as we build a future that is not only prosperous but also principled. Together, let us shape a company that delivers sustainable and enduring value for all. We invite you to stay with us on this exciting journey of transformation, impact, and growth.

Thank you Warm regards,

GAURAV JINDAL MANAGING DIRECTOR NDA SECURITIES LIMITED

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LEADERSHIP TEAM

Meet the key leaders steering NDA Securities Limited towards growth and excellence. Our Directors and Chief Financial Officer form the cornerstone of NDA Securities Limited’s strategic vision and governance. With decades of combined experience, they provide strong leadership, ensuring the company navigates complex markets with integrity and foresight.

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Mr. Gaurav Jindal

Managing Director

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Mr. Ram Gopal Jindal

Director and Chairperson

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Mr. Arvind Sharma

Director

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Mr. Akshay Saxena Independent Director

Ms. Naina Singh Independent Director

Ms. Shalini Chauhan

Company Secretary

Their commitment to excellence drives sustainable growth, operational efficiency, and stakeholder confidence, shaping the company’s future with clarity and purpose. The Board of Directors of NDA Securities Ltd. reflects a blend of experience and fresh leadership. Ram Gopal Jindal and Gaurav Jindal were appointed as Directors on May 28, 2025, following a significant stake acquisition, contributing to strategic direction and next-generation insights. Independent Directors Akshay Saxena and Naina Singh joined on April 1, 2024, strengthening governance with expertise in strategy and compliance. Arun Kumar Mistry serving as CFO since December 30, 2015; oversees the financial management, reporting, and compliance functions of the company.

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Mr. Arun Kumar Mistry

Chief Financial Officer

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THE HISTORY

1992

NDA was incorporated by Mr. N.D. Agarwal and Mr. Sanjay Agarwal with a vision to provide professional financial services

1994 2006 2009 2023

Became a Trading member of NSE; obtained SEBI Category I Merchant Banking license; launched IPO and listed

Obtained trading membership of BSE Limited, enabling participation in stock exchange operations and expanding capital market service offerings

NDA was officially registered as a Depository Participant with NSDL in 2006, marking a significant step in its financial services journey

In 2023, the NDA raised its paid-up capital through a preferential issue to support business growth and expansion

2025

In 2025, the NDA completed its takeover process and applied for the Margin Trading Facility and Market Making registration with both BSE and NSE

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WHATS SETS US APART?

NDA Securities Limited offers a comprehensive range of capital market services including equity broking, depository services, mutual fund and IPO distribution, and SEBI-registered Research Analyst. The company is a trading member of NSE (Capital Market and Derivatives Segments) and of BSE (Capital Market segment only). As a Depository Participant with NSDL, NDA facilitates demat account services for retail and institutional clients.

With a focus on compliance, transparency, and investor-first service, NDA Securities Limited continues to strengthen its presence in India’s equity market ecosystem.

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Equity Broking

Depository Services

IPO Distribution

NDA Securities Limited, a SEBIregistered Trading Member of NSE and BSE (SEBI Reg. No.: INZ000208431), offers comprehensive equity trading services to both retail and institutional clients. We provide user-friendly online and offline trading platforms designed to ensure a seamless and efficient trading experience. Backed by strong regulatory compliance, advanced technology, and responsive support, we enable clients to access and participate in India’s capital markets with confidence and convenience

NDA Securities Limited is a registered Depository Participant (DP) with NSDL, offering secure and efficient demat services to individual and institutional investors. Clients can open and maintain demat accounts, facilitate seamless transfer and settlement of securities, and access a wide range of depository-related transactions. The services are backed by strong compliance, user- friendly systems, and prompt client support, ensuring transparency and operational ease

NDA Securities Limited facilitates participation in Initial Public Offerings (IPOs) for both retail and High NetWorth Individual (HNI) investors. The firm provides application support, guiding clients through the IPO application process and ensuring timely submission. By leveraging its extensive network and market expertise, NDA Securities enables investors to access new investment opportunities in emerging companies, potentially enhancing portfolio diversification

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Mutual Fund Distribution

Research Analyst

Margin Trading Facility

The firm offers a wide range of mutual fund products from various Asset Management Companies (AMCs). NDA Securities Limited assists support to clients in investment planning services, including Systematic Investment Plans (SIPs), tailored to individual financial goals and risk profiles. Clients receive expert advice to help them navigate the diverse mutual fund landscape, aiming to achieve optimal returns through diversified investment strategies

NDA Securities Limited is a SEBI registered Research Analyst and employs NISM certified Research analysts who provide in-depth equity research and market insights. These analysts conduct comprehensive analyses of market trends, sectors, and individual stocks, delivering actionable recommendations to clients. The research reports assist investors in making informed decisions, identifying potential investment opportunities, and managing risks effectively in the dynamic financial markets

NDA Securities Limited has obtained approval for a Margin Trading Facility (MTF), allowing clients to trade with borrowed funds by leveraging their existing portfolio. This service enables investors to amplify their trading positions, potentially increasing returns. The firm provides clear guidelines and risk management tools to ensure responsible borrowing, helping clients capitalize on market opportunities while maintaining prudent financial practices

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CURRENT OPERATIONS AND MARKET PRESENCE

Today, NDA Securities Limited stands as a well-established entity in the Indian financial services landscape, known for its integrated investment solutions and robust operational framework.

The company is listed on the Bombay Stock Exchange (BSE), reinforcing its commitment to corporate transparency and investor engagement.
It operates as a trading member of both the NSE and BSE, offering clients seamless access to equity and derivative trading across India’s major stock exchanges.
In addition, NDA Securities serves as a Depository Participant (DP) with the National Securities Depository Limited (NSDL), enabling it to offer demat account services and act as a onestop solution for retail and institutional investors seeking endto-end investment support.

Through these platforms, the company provides a comprehensive suite of services including online trading, research analyst, IPO distribution, mutual fund investments, and depository services.

Backed by a strong foundation of trust, transparency, and operational excellence, NDA Securities is wellpositioned to navigate the future of India’s capital markets and uphold its status as a trusted partner in financial growth.

Building on its strong foundation, NDA Securities Limited continues to evolve by embracing digital transformation and client-centric innovation. The firm leverages advanced trading technology and research-driven insights to deliver personalized investment solutions. With a growing presence in Tier 2 and Tier 3 cities, it aims to broaden financial inclusion. Its emphasis on regulatory compliance, transparent operations, and responsive client service has cemented NDA’s reputation as a trusted partner in India’s capital markets.

With a legacy spanning over three decades, NDA Securities Limited continues to thrive on the principles of professionalism, innovation, and investor-first service delivery. By continuously adapting to technological advancements and evolving market dynamics, the company remains steadfast in its mission to offer superior financial products and services tailored to the needs of a diverse investor base.

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SECURITIES

Upholding its legacy of ethical operations, NDA Securities Limited is deeply committed to transparency, integrity, and accurate financial reporting. The company prepares its financial statements in strict accordance with the Companies Act, 2013, and all applicable accounting standards, ensuring full compliance with statutory regulations.

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Upholding its legacy
of ethical operations,
NDA Securities Limited
is deeply committed to
transparency, integrity,
and accurate financial
reporting. The company
prepares its financial
statements in strict
accordance with the
Companies Act, 2013, and
all applicable accounting
standards, ensuring full
compliance with statutory
regulations.
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NDA SECURITIES

ANNUAL REPORT FY24-25

BUSINESS EVOLUTION

NDA Securities Limited, founded in 1992 by Mr. Sanjay Agarwal, Mr. N.D Agarwal, and other financial experts, began as a stock broking firm aimed at connecting retail investors with India’s capital markets. Its initial focus was on providing transparent and accessible services for equity trading. During the COVID-19 pandemic, the firm adapted swiftly with enhanced digital platforms to ensure uninterrupted client service.

Driven by a commitment to client satisfaction and ethical practices, NDA Securities has continuously modernized its technology and service offerings to cater to a diverse clientele, from individual investors to large institutions.

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SIGNIFICANT CHANGES OCCURRED AFTER TAKEOVER OF THE COMPANY AND THE END OF THE FINANCIAL YEAR 2024-25 TILL DATE:

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1. Completion of the Takeover and Change in Control of Management: The takeover of NDA Securities Limited has been successfully completed in accordance with all applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. All requisite approvals were duly obtained from the Stock Exchange, Depository Participants, and Clearing Corporations to facilitate the transaction. This milestone was achieved pursuant to the Share Purchase Agreement dated 01st February 2024, which marked the formal initiation of the takeover process. Consequent to this acquisition, there has been a change in the control of the management of the Company.

2. Reclassification of Promoters And Public Shareholders: Pursuant to the takeover and in accordance with the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ram Gopal Jindal (Acquirer) and Mr. Gaurav Jindal (Person Acting in Concert) have been reclassified and recognized as Promoters and members of the Promoter Group of the Company. Simultaneously, the erstwhile promoters of the Company have been reclassified from Promoter category to Public category, upon receipt of necessary

approvals and in compliance with the applicable regulatory framework.

3. Margin Trading Facility (MTF): Under the supervision of the new management, the Company has obtained the Margin Trading Facility (MTF) license from both the NSE and BSE stock exchanges to offer MTF services.

4. SEBI Market Maker facilities: The Company has successfully applied for approval of SEBI Market Maker facilities from the National Stock Exchange (NSE), thereby enabling it to enhance liquidity and depth in the trading of designated securities.

5. Change of Corporate Office: The Company has shifted its Corporate Office from E-157, Second Floor, Kalkaji, New Delhi-110019 to 307, 3rd Floor , Dmall Pitampura, Netaji subhash place, New Delhi -110034 where it now maintains its books of accounts in compliance with applicable statutory requirements.

6. New LOGO Adoption: Adoption of a New Corporate Logo as a Result of the Recent Takeover, Reflecting the Change in Management and Brand Identity.

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KEY MILESTONES AND ACHIEVEMENTS

This overview highlights the key milestones, strategic decisions, and transformative initiatives that have driven NDA Securities Limited’s growth and established its position as a trusted leader in India’s financial services industry

In 1994, NDA Securities Limited became a trading member of the National Stock Exchange (NSE), soon after its establishment. This move positioned the company at the forefront of India’s growing financial ecosystem, helping it capture emerging market opportunities and build a strong presence

In 2006, NDA Securities expanded by becoming a trading member of the Bombay Stock Exchange (BSE). This strategic step broadened its footprint, deepened service capabilities, and aligned the company with a legacy institution undergoing modernization, supporting its evolution into a nationally recognized stock broking firm

That same year, NDA launched its Initial Public Offering (IPO), becoming one of Northern India’s first stock broking houses to go public. This milestone highlighted its credibility, investor trust, and commitment to strong corporate governance, marking significant growth and market recognition

The 2009 registration with NSDL expanded NDA’ operational capabilities and stature within India’s financial services sector. By adopting dematerialized services, the company positioned itself as tech-savvy, client-focused, and compliant—fostering growth, diversification, and innovation in its financial intermediation

NDA Securities has registered Research Analyst License from SEBI which enhance its value proposition with certified research and analysis services. This initiative supports its vision to be a client-centric, technology-driven, research-led financial firm offering actionable insights and superior investment strategies

Over time, NDA Securities has expanded its reach and earned recognition for its client focus, regulatory compliance, and transparent operations. These strengths have built its reputation as a trustworthy, innovative player, committed to delivering high-quality financial services and maintaining market leadership

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Strategic Acquisition and Expansion June 2025:

Financial Performance and Market Activity (2024–2025):

NDA Securities demonstrated strong financial growth in early 2025, reporting a consolidated net profit of ₹1 55.38 lacs crore for the year ending March 2025 — a remarkable 146% increase from the previous year. Sales also rose by 16% to ₹ 625Lkahs crore during this period. The company achieved strong operating profit, along with notable improvements in both profit before and after tax, reflecting enhanced financial performance. These results underscore NDA Securities’ growing financial strength, operational efficiency, and positive market trajectory.

In February 2024, Ram Gopal Jindal acquired a 48.65% stake in NDA Securities Limited from the existing promoters, marking a major shift in the company’s ownership. By May 2025, promotor’s holding increased to 58.82%, establishing him as the majority shareholder and signaling a new phase of strategic direction and governance. In June 2025, NDA Securities announced the resignation of Mr. Deepak Khurana, an additional director, as part of a leadership realignment. Shortly after, the Board approved the acquisition of NDA Research and Technologies Private Limited as a wholly owned subsidiary to enhance research capabilities and technological innovation, supporting the company’s vision to become a technologydriven financial services provider.

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ABOUT BSE AND NSE

NDA Securities Limited is officially registered with both BSE and NSE as a trading member under SEBI’s framework, currently listed on BSE (Scrip Code 511535), but not listed on NSE. It is also a recognized depository participant with NSDL.

TRADING PLATFORM INFRASTRUCTURE

NDA Securities provides a seamless online and offline trading platform covering equities, derivatives, IPOs, mutual funds, and research

services. With strong server connectivity, it ensures fast, reliable order execution. As an NSDL depository participant, NDA offers Demat

account services and smooth settlement, supported by a comprehensive suite of investment products

ABOUT ITS REACH IN INDIA

NDA Securities Limited has established a solid regional presence, particularly in North

and Central India, with steady penetration

in the retail, SME, and corporate segments. While it competes in a highly dynamic brokerage ecosystem, its personalized approach, regulatory

compliance, and strategic expansion under new management position it well for future growth. Success in the coming years will depend on its ability to embrace technology, expand its digital footprint, and build strong regional alliances.

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SWOT ANALYSIS

STRENGTHS

NDA Securities is fully licensed by NSE and BSE for Margin trading facility and applied to NSE for Market maker license. Strong leadership post takeover drives strategic growth. The company offers diverse financial services with user-friendly mobile and web platforms, reaching key urban and semi-urban regions in North and Central India

WEAKNESSES

The company has limited national brand recognition compared to larger competitors. Its digital platforms need innovation and scalability improvements to keep pace with fintech rivals. Client base concentration is regional, limiting diversification. The recent management transition creates short-term uncertainty internally and externally, potentially affecting operations during adaptation

OPPORTUNITIES

NDA Securities Limited envisions strong growth opportunities by expanding its geographical presence, introducing a wider range of financial products through new regulatory registrations, and leveraging advanced technological infrastructure to enhance client experience, improve operational efficiency, and stay ahead in the evolving landscape of the capital markets.

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THREATS

The highly competitive broking market, with zero-brokerage models and AI platforms, challenges traditional firms. Regulatory changes demand rapid compliance, posing risks for transitioning companies. Increased digital reliance raises cybersecurity concerns. Market volatility impacts revenue, making NDA Securities vulnerable to economic downturns and shifting investor sentiment

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NOTICE TO SHAREHOLDERS 2025

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Notice to Shareholders

NOTICE IS HEREBY GIVEN THAT THE 33RD ANNUAL GENERAL MEETING OF NDA SECURITIES LIMITED WILL BE HELD ON MONDAY, 11TH AUGUST 2025, AT 02:00 P.M. THROUGH VIDEO CONFERENCING/ OTHER AUDIO VISUAL MEANS (VC / OAVM) FACILITY TO TRANSACT THE FOLLOWING BUSINESS:-

ORDINARY BUSINESS:

To consider and adopt
(a) The Audited Standalone Financial Statement of the Company for the financial year ended 31st March, 2025 and the Directors’ and Auditors’ Reports thereon, and
(b) The Audited consolidated financial statement of the Company for the financial year ended 31st March, 2025.
To Regularize The Appointment Of Mr. Gaurav Jindal (DIN: 06583133) As Managing Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution with or without modification:

RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force), read with Schedule V to the said Act, and in accordance with the Articles of Association of the Company, the appointment of Mr. Gaurav Jindal (DIN: 06583133), who was appointed as an Additional Director and designated as Managing Director of the Company by the Board of Directors with effect from May 28, 2025, and who holds office up to the date of this General Meeting pursuant to Section 161(1) of the Companies Act, 2013, be and is hereby regularized and confirmed as Managing Director of the Company for a period of 3 (three) years, with effect from May 28, 2025, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to determine the terms and conditions of his appointment including remuneration and to revise the same from time to time within the limits prescribed under the Companies Act, 2013 and Schedule V thereto.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to determine and revise, from time to time, the terms and conditions including remuneration of Mr. Gaurav Jindal, within the overall limits as prescribed under the Companies Act, 2013 and Schedule V thereto, and to do all such acts, deeds, matters and things as may be necessary or expedient to give effect to this resolution.

Item No. 3 : To Regularize the appointment of Mr. Arvind Sharma as an Executive Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution with or without modification:

RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and in accordance with the Articles of Association of the Company, the appointment of Mr. Arvind Sharma (DIN : 10750603), who was appointed as an Additional Director designated as Executive Director, appointed as designated director of the Company in the Exchanges where company is a Trading member i.e. NSE and BSE after obtaining prior approval from Exchanges, with effect from May 12, 2025 by the Board of Directors and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of the Companies Act, 2013, be and is hereby regularized and approved as an Executive Director of the Company for a period of 3 (Three) years with effect from May 12, 2025, liable to retire by rotation.

PAGE 26

NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorized to file the necessary forms with the Registrar of Companies and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this resolution.

Item No. 4 : To Regularize the appointment of Mr. Ram Gopal Jindal (DIN 06583160) as Non-Executive Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution with or without modification:

RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and in accordance with the Articles of Association of the Company, the appointment of Mr. Ram Gopal Jindal (DIN : 06583160), who was appointed as an Additional Director with effect from May 28, 2025 by the Board of Directors and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of the Companies Act, 2013, be and is hereby regularized and approved as an Non- Executive Director of the Company for a period of 3 (Three) years with effect from May 28, 2025, liable to retire by rotation.

ITEM NO. 5: To Appoint Secretarial Auditor of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution with or without modification:

RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), the consent of the members of the Company be and is hereby accorded to appoint M/s Mona Bansal & Associates, Practicing Company Secretaries, having CP No.: 17676, as the Secretarial Auditor of the Company for a continuous period of five financial years commencing from FY 2025-26 to FY 2029-30, to conduct the Secretarial Audit of the Company, at a remuneration as may be mutually agreed between the Board of Directors and the said Secretarial Auditor, from time to time.

RESOLVED FURTHER THAT the Board of Directors and/ or Company of the Company (including any Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this resolution.

o give efect to this resolution.
		By Order of the Board of Directors
	Sd/-	Sd/-
Place: New Delhi	Akshay Saxena	Ram Gopal Jindal
Date : 18 July 2025	(Director)	(Director and Chairperson)
	DIN:10558168	DIN: 06583160

PAGE 27

NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders (Contd.)

Notes:

Pursuant to the General Circular No. 09/2024 dated 19 September 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated 3 October 2024 (SEBI Circular) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, AGM shall be conducted through VC / OAVM.
No gifts or coupons would be given to the shareholders for attending the Annual General Meeting
Details of Director seeking appointment at this Meeting are provided in the Annexure to the Notice.
Members holding shares in dematerialized form are requested to intimate any changes pertaining to their name, address, registered email Id, bank details, NECS, mandates, nomination, power of attorney etc. to their Depository Participant. Changes intimated to the Depository Participant will be automatically reflected in the Company’s records. Members holding shares in physical form are requested to intimate any of the above mentioned changes, along with the request for merging of folio etc., to the Company’s Register and transfer Agents, M/s Beetal Financial & Computer Services Private Limited.
SEBI, through its circulars dated November 3, 2021, March 16, 2023, and most recently June 10, 2024 (SEBI/HO/ MIRSD/POD-1/P/CIR/2024/81), has mandated that shareholders holding shares in physical form must submit nomination details (Form SH-13), opt-out declaration (Form ISR-3), or modification/cancellation (Form SH-14). However, non-submission of nomination will no longer result in freezing of folios or restriction of services.
SEBI established a common Online Dispute Resolution (ODR) Portal for the Indian Securities Market, initially via circulars SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 (July 31, 2023) and its corrigendum No. 135 (August 4, 2023), and subsequently amended by No. 191 (December 20, 2023). These were consolidated into the Master Circular issued under SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 (December 2023)
As per SEBI guidelines, all share transfers must be done in dematerialized form only; transfers in physical form are not permitted. Further, requests such as duplicate certificates, transmission, sub-division, consolidation, endorsement, etc., received in physical form will be processed only by issuing shares in demat form, as per SEBI Circular dated January 25, 2023.

Shareholders must submit Form ISR-4 in hard copy to the Company’s RTA, M/s Beetal Financial & Computer Services Pvt. Ltd. The form is available on the websites of both the Company and the RTA.

The Notice of the 33rd AGM and the Annual Report for the year 2025 including therein the Audited Financial Statements for the year 2025, will be available on the website of the company at www.ndaindia.com and the website of BSE Limited at www.bseindia.com. The notice of 33rd AGM will also be available on the website of NSDL at www.nsdl.com.
The Register of Members and the Share Transfer books of the Company will remain closed from 05th August, 2025 to 11th August, 2025, both days inclusive.
Mr. Surrinder Kishore Kapahi, Practicing Company Secretary (Membership No. 1407) of M/s Kapahi and Associates, has been appointed as the Scrutinizer to scrutinize the remote e-Voting process and casting vote through the e-Voting system during the meeting in a fair and transparent manner.

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders (Contd.)

During the 33rd AGM, the Chairman shall, after response to the questions raised by the Members in advance or as a speaker at the 33rd AGM, formally propose to the Members participating through VC/ OAVM Facility to vote on the resolutions as set out in the Notice of the 33rd AGM and announce the start of the casting of vote through the e-Voting system. After the Members participating through VC/ OAVM Facility, eligible and interested to cast votes, have cast the votes, the e-Voting will be closed with the formal announcement of closure of the 33rd AGM.
The Scrutinizer shall after the conclusion of e-Voting at the 33rd AGM, first download the votes cast at the AGM and thereafter unblock the votes cast through remote e-Voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and such Report shall then be sent to the Chairman or a person authorized by him, within 48 (forty eight) hours from the conclusion of the 33rd AGM, who shall then countersign and declare the result of the voting forthwith. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company at www. ndaindia.com and on the website of NSDL at www.evoting.nsdl.com immediately after the declaration of Results by the Chairman or a person authorized by him. The results shall also be immediately forwarded to the BSE Limited, Mumbai.
General instructions for accessing and participating in the 33rd AGM through VC/ OVAM facility and voting through electronic means including remote e-voting:
A. In accordance with the continuing relaxations provided by the Ministry of Corporate Affairs (MCA) vide General Circular No. 09/2024 dated September 19, 2024, and earlier circulars including Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 21/2021, 02/2022, 10/2022, and 09/2023, and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 03, 2024, the 33rd Annual General Meeting (AGM) of the Company will be held through Video Conferencing (VC) / Other Audio Visual Means (OAVM).

Accordingly, physical attendance of members at the AGM venue has been dispensed with, and the facility for appointment of proxies will not be available. Hence, the Proxy Form and Attendance Slip are not annexed to the Notice.

B. The attendance of members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
C. Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing to its members the facility to exercise their right to vote on the resolutions proposed at the AGM through remote e-voting and e-voting during the AGM. The Company has engaged NSDL to provide the e-voting platform. Members may cast their votes electronically using the remote e-voting system and also during the AGM.
D. In compliance with the above-referred MCA and SEBI circulars, the Notice of the 33rd AGM has been uploaded on the website of the Company at www.ndaindia.com. It is also available on the websites of the Stock Exchanges, BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com), and on the website of NSDL at www.evoting.nsdl.com.
E. Members can join the AGM in VC/OAVM mode 15 minutes before and after the scheduled start time by following the instructions provided in the Notice. The facility will be made available to 1,000 members on a first-come, firstserved basis. This restriction shall not apply to large shareholders (holding 2% or more), Promoters, Institutional Investors, Directors, Key Managerial Personnel (KMP), Chairpersons of Committees, and Auditors, who can attend without limitation.
F. The 33rd AGM is being convened through VC/OAVM in compliance with the applicable provisions of the Companies Act, 2013, and in line with MCA Circular No. 09/2024 dated September 19, 2024, and SEBI Circular No. SEBI/HO/ CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024, along with all preceding circulars issued in this regard.

PAGE 29

NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders (Contd.)

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on August 8th, 2025 at 09:00 A.M. and ends on August 10th, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 04th August, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 04th August, 2025.

How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of Two Steps which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for	Individual shareholders holding securities in demat mode is given below:	Individual shareholders holding securities in demat mode is given below:
Type of	Login Method
shareholders
Individual	i.	For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/
Shareholders		evotinglogin.jsp. You will have to enter your -8digit DP ID,-8digit Client Id, PAN No., Verifcation
holding securities in demat mode with NSDL.		code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote
		e-Voting period or joining virtual meeting & voting during the meeting.
	ii.	Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com
		either on a Personal Computer or on a mobile. On the e-Services home page click on the
		Benefcial Owner icon under Login which is available under ‘IDeAS’ section , this will prompt you
		to enter your existing User ID and Password. After successful authentication, you will be able
		to see e-Voting services under Value added services. Click on Access to e-Voting under e-Voting
		services and you will be able to see e-Voting page. Click on company name or e-Voting service
		provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote
		during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	iii.	If you are not registered for IDeAS e-Services, option to register is available at https://eservices.
		nsdl.com. Select Register Online for IDeAS Portal or click at https://eservices.nsdl.com/
		SecureWeb/IdeasDirectReg.jsp
	iv.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
		www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page
		of e-Voting system is launched, click on the icon Login which is available under ‘Shareholder/
		Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen
		digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown
		on the screen. After successful authentication, you will be redirected to NSDL Depository site
		wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e.
		NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the
		remote e-Voting period or joining virtual meeting & voting during the meeting.
	v.	Shareholders/Members can also download NSDL Mobile App NSDL Speede facility by scanning
		the QR code mentioned on nextpage for seamless votingexperience.

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders (Contd.)

Notic	e to Shareholders(Contd.)	e to Shareholders(Contd.)
Type of	Login Method
shareholders
	. 1	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
Individual		id and password. Option will be made available to reach e-Voting page without any further
Shareholders holding securities in demat mode with NSDL	. 2	authentication. The users to login Easi /Easiest are requested to visit CDSL website www. cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
Depository		companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service
		provider for casting your vote during the remote e-Voting period or joining virtual meeting &
		voting during the meeting. Additionally, there is also links provided to access the system of all
		e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website
		directly.
	. 3	If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.
		cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
	. 4	Alternatively, the user can directly access e-Voting page by providing Demat Account Number
		and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will
		authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat
		Account. After successful authentication, user will be able to see the e-Voting option where
		the evoting is in progress and also able to directly access the system of all e-Voting Service
		Providers.

Individual	You can also login using the login credentials of your demat account through your Depository
Shareholders	Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see
(holding securities in demat mode) login through their depository participants	e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding	Members facing any technical issue in login can contact NSDL helpdesk by
securities in demat mode with NSDL	sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by send-
securities in demat mode with	ing a request at [email protected] or contact at toll free no. 1800-
CDSL	21-09911

==> picture [150 x 89] intentionally omitted <==

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders (Contd.)

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

i. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
ii. Once the home page of e-Voting system is launched, click on the icon Login which is available under ‘Shareholder/ Member’ section.
iii. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
iv. Your User ID details are given below :

Manner of holding shares i.e. Your User ID is: Demat (NSDL or CDSL) or Physical a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID demat account with NSDL For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN12300** b) For Members who hold shares in 16 Digit Beneficiary ID demat account with CDSL For example if your Beneficiary ID is 12** then your user ID is 12** c) For Members holding shares in EVEN Number followed by Folio Number registered with the company Physical Form For example if folio number is 001 and EVEN is 101456 then user ID is 101456001**

v. Password details for shareholders other than Individual shareholders are given below:
a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c. How to retrieve your ‘initial password’?
i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
ii. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
vi. If you are unable to retrieve or have not received the Initial password or have forgotten your password:
a. Click on Forgot User Details/Password? (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b. Physical User Reset Password? (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.
c. If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders (Contd.)

vii. After entering your password, tick on Agree to Terms and Conditions by selecting on the check box. viii. Now, you will have to click on Login button.

ix. After you click on the Login button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

i. After successful login at Step 1, you will be able to see all the companies EVEN in which you are holding shares and whose voting cycle and General Meeting is in active status.
ii. Select EVEN of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on VC/OAVM link placed under Join Meeting.
iii. Now you are ready for e-Voting as the Voting page opens.
iv. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on Submit and also Confirm when prompted.
v. Upon confirmation, the message Vote cast successfully will be displayed.
vi. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. vii. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

i. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected]. with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on Upload Board Resolution / Authority Letter displayed under e-Voting tab in their login.
ii. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the Forgot User Details/Password? or Physical User Reset Password? option available on www.evoting.nsdl.com to reset the password.
iii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Mr. Nitin Singh at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
iii. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
iv. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

PAGE 33

NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders (Contd.)

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

i. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.
ii. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.
iii. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.
iv. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

i. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of VC/OAVM placed under Join meeting menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
ii. Members are encouraged to join the Meeting through Laptops for better experience.
iii. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
iv. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
v. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.
vi. Shareholders who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 5 (five) days prior to meeting mentioning their name, demat account number/ folio number, email ID, mobile number at Company email: [email protected]. The Shareholders who do not wish to speak during the AGM but have queries, may send their queries in advance 5 (five) days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at [email protected]. These queries will be replied to by the Company suitable by email.
vii. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.

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PAGE 34
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NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders

ANNEXURE TO THE NOTICE

Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), the following Explanatory Statement sets out all material facts relating to the business mentioned of the accompanying Notice dated June 20, 2025.

ITEM NO. 2

Mr. Gaurav Jindal (DIN: 06583133) was recommended by the Nomination and Remuneration Committee and appointed as an Additional Director designated as Managing Director of the company in the Board meeting held on 28th of May, 2025 pursuant to the provisions of section 161, 196,197,203 of companies Act 2013, rules made thereunder and relevant provisions of the SEBI (listing obligation and Disclosure requirement) Regulations, 2015 after obtaining the prior approval for his appointment as Designated Director from the Stock Exchanges where company is a trading member i.e. , NSE and BSE subject to approval of the members.

Mr. Gaurav Jindal also holds the position of Managing Director in Quicktouch Technologies Limited, and a No Objection Certificate (NOC) in the prescribed legal format has been obtained from the said company for his appointment as Managing Director in NDA Securities Limited. The Board recommends the resolution No. 2 set out in the Notice for approval of the members by way of Ordinary Resolution.

Mr. Gaurav Jindal is the son of Mr. Ram Gopal Jindal, who is the non-executive non-independent director of the Company may deem to be interested in the resolution, except them none of the Directors, Key Managerial Personnel or their relatives is concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding in the Company.

ITEM NO 3

Mr. Arvind Sharma was appointed as an Additional Director designated as Executive Director of the Company by the Board of Directors with effect from May 12, 2025 pursuant to the provisions of Section 161(1) and other applicable provisions of the Companies Act, 2013. In terms of Section 161 of the Act, Mr. Arvind Shrama holds office only up to the date of this General Meeting and is eligible for appointment as a Director of the Company.

Considering his professional experience and contribution to the Company, the Board of Directors is of the opinion that it would be in the interest of the Company to appoint Mr. Arvind Sharma as Executive Director. A brief profile of Mr. Arvind Sharma including the nature of his expertise, qualifications, and experience is provided in the annexure to this notice. The Board recommends the resolution No. 3 set out in the Notice for approval of the members by way of Ordinary Resolution.

None of the Directors, Key Managerial Personnel or their relatives is concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding in the Company.

ITEM NO 4

Mr. Ram Gopal Jindal was appointed as an Additional Director designated as Non- Executive Director of the Company by the Board of Directors with effect from May 28, 2025 pursuant to the provisions of Section 161(1) and other applicable provisions of the Companies Act, 2013.

In terms of Section 161 of the Act, Mr. Ram Gopal Jindalholds office only up to the date of this General Meeting and is eligible for appointment as a Director of the Company. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing the candidature of Mr. Ram Gopal Jindal for appointment as a Director.

PAGE 35

NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders (Contd.)

Considering his professional experience and contribution to the Company, the Board of Directors is of the opinion that it would be in the interest of the Company to appoint Mr. Ram Gopal Jindal as Non- Executive Director.

A brief profile of Mr. Ram Gopal Jindal including the nature of his expertise, qualifications, and experience is provided in the annexure to this notice. The Board recommends the resolution No. 3 set out in the Notice for approval of the members by way of Ordinary Resolution.

Mr. Ram Gopal Jindal is the father of Mr. Gaurav Jindal, who is the managing Director of the Company may deem to be interested in the resolution, except them none of the Directors, Key Managerial Personnel or their relatives is concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding in the Company.

==> picture [495 x 166] intentionally omitted <==

ITEM NO 5

The Company is required to appoint a Secretarial Auditor to conduct the secretarial audit as prescribed under Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (LODR) Regulations, 2015. It is proposed to appoint M/s Mona Bansal and Associates. Practicing Company Secretaries COP: 17676 as Secretarial Auditor of the Company for a continuous period of five financial years from FY 2025-26 to FY 2029-30. at such fees, plus applicable taxes and other out-of-pocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.

M/s Mona Bansal and Associates has confirmed that the firm is not disqualified and is eligible to be appointed as Secretarial Auditors in terms of Regulation 24A of the SEBI Listing Regulations. The services to be rendered by M/s Mona Bansal and Associates as secretarial Auditors is within the purview of the said regulation read with SEBI circular no. SEBI/ HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024.

The proposed fees in connection with the secretarial audit shall be ₹ 20,000/- (Rupees Twenty Thousand only) plus applicable taxes and other out-of-pocket expenses for FY2026, and for subsequent year(s) of their term, such fees as may be mutually agreed between the Board of Directors and M/s Mona Bansal.

The proposed firm has the necessary experience and expertise in handling secretarial audit. The Board of Directors recommends the resolution for the approval of the members. The Board recommends the resolution No. 5 set out in the Notice for approval of the members by way of Ordinary Resolution.

PAGE 36

NDA SECURITIES

ANNUAL REPORT FY24-25

PAGE 37

NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders (Contd.)

INFORMATION REQUIRED TO BE FURNISHED UNDER SECRETARIAL STANDARD-II AND REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

==> picture [495 x 682] intentionally omitted <==

----- Start of picture text -----

Name, Mr. Gaurav Jindal Mr. Arvind Sharma Mr. Ram Gopal Jindal
Director (DIN- 06583133) (DIN: 10750603) (DIN: 06583160)
Identification Managing Director Executive Director Non- Executive Director
Number and
designation of
the Director
Age 34YRS 64YRS 67YRS
Date of Birth 18/01/1991 07.03.1961 31.10.1958
Date of first 28/05/2025 12/05/2025 28/05/2025
appointment
on the Board
Qualifications Chartered Accountant (CA) Chartered Accountant (CA) Graduate (Bachelor of Arts)
Brief Resume Specializes in investment, Finance professional with General administration and the
and Expertise finance, portfolio management, many years of experience corporate sector, along with
in specific technology solutions, digital in |insurance, non-banking a solid background in Non-
functional marketing, data analysis, finance, stock exchanges, and Banking Financial Companies
areas and resource optimization. capital markets. He began his (NBFCs)
He has 7 years of experience career at Oriental Insurance
in administration and Company and later took on
management, significantly a leadership role at Krishna
contributing to profitability and Texport Industry Ltd. He has
business growth. held important positions at
organizations such as Stock
Holding Corporation of India,
MHD Oman in Muscat, and
Emirates NBD in’
Dubai. He also led business
development efforts at both the
Metropolitan Stock Exchange of
India and the Multi Commodity
Exchange of India. Throughout
his carcer, he has built strong
industry connections and
gained deep knowledge
of financial markets and
business development.
Terms and Appointment in terms Appointment in terms Appointment in terms
conditions of of Section 152(6) of the of Section 152(6) of the of Section 152(6) of the
appointment/ Companies Act, 2013 and Companies Act, 2013 and Companies Act, 2013 and
re- appointment as appointment as appointment as
appointment Executive Director –Managing Executive Director. Non-Executive Director.
Director.
The terms and conditions The terms and conditions
The terms and conditions shall remain as approved by shall remain as approved by
shall remain as approved by the Board of Directors of the the Board of Directors of the
the Board of Directors of the Company. Company.
Company.
----- End of picture text -----

PAGE 38

NDA SECURITIES

ANNUAL REPORT FY24-25

Notice to Shareholders (Contd.)

Details of	NIL	Remuneration last	drawn	NIL
remuneration last drawn (FY 2024-25) and sought to be paid, if applicable		was₹1,00,000.
No. of Board	He did not attend any Board	He did not attend any	Board	He did not attend any Board
Meetings attended	meetings during the year as	meetings during the year as		meetings during the year as
during the (FY 2024-	he was appointed after the	he was appointed after the		he was appointed after the
25)	end of the fnancialyear.	end of the fnancialyear.		end of the fnancialyear.
Inter-se	Relationship with the	The individual has no		Relationship with the
relationships with	Director:	relationship with any of		Director:
other Directors,	He is the son of Mr. Ram	the other Directors, Key		He is the father of Mr.
Manager and	Gopal Jindal.	Managerial Personnel		Gaurav Jindal, the Managing
Key Managerial		(KMP), or Managers of	the	Director of the Company.
Personnel of the Company		Company.
List of Companies/	Directorship in other listed	Directorship in other listed		Directorship in other listed
LLP in which	entities:	entities:		entities:
Directorships held	1. Managing Director in	1. Director in Quicktouch		1. Managing Director
as on March 31,	Quicktouch Technologies	Technologies Limited		in Standard Capital
2025 (excluding foreign Companies)	Limited.			Markets Limited.
Chairmanship /	Directorship in other listed	Directorship in other listed		Directorship in other listed
Membership of	entities:	entities:		entities:
specifed	1. Managing Director in	1. Director in Quicktouch		1. Managing Director
Committees of	Quicktouch Technologies	Technologies Limited		in Standard Capital
the Boards of Companies as on March 31, 2025	Limited.			Markets Limited.
No. of shares held	(a) 610,250 equity shares with	2. NIL		(a) 2,888,720 equity shares
in the	a total value of₹61,02,500			with a total value of
Company:	representing a 10.26%			₹2,88,87,200, representing
(a) Own	holding in the Company.			a 48.27% holding in the
(b) For other persons on a	(b) 63,544,980 equity			company.
benefcial basis	shares with a total value of			(b) 1,48,264,860 equity
	₹63,544,980 representing a			shares with a total value of
	3.67% holding in Standard			₹1,48,264,860 representing
	Capital Market Limited.			a 8.57% holding in Standard
				Capital Market Limited.
	and			And 26,07,500 equity
				shares with a total value of
	17,60,000 equity shares with			₹2,60,75,000 representing
	a total value of₹1,76,00,000			a 20.35 % holding in
	representing a 13.73%			Quicktouch Technologies
	holding in the Quicktouch			Limited.
	Technologies Limited.

PAGE 39

ANNUAL REPORT FY24-25 DIRECTORS’ REPORT

NDA SECURITIES

PAGE 40

Dear Shareholders,

Your Board of Directors has immense pleasure in presenting the 33rd Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2025. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in this Board Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

INFORMATION ON STATE OF THE COMPANY’S AFFAIRS

In the year 1994, the Company came out with a public issue, which was a success. The Company is among the first broking houses of Northern India to go public. Our share is presently listed at Bombay Stock Exchange.

The Company had started its journey by acquiring the membership in National Stock Exchange as soon as it came into existence in the year 1994, and held Category-1 Merchant Banking license till 1998.

1. FINANCIAL STATEMENT

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(Amount in ‘Lacs’)
FINANCIAL METRIC 31.03.2025 31.03.2024
Revenue from Operations 625.04 572.83
Other Income 137.11 82.38
TOTAL INCOME 762.15 655.21
Total Expenditure (inclusive of interest & Depreciation) 592.04 561.00
Profit (loss) before Tax 170.11 94.21
Current Tax (27.67) (27.75)
Earlier Year Tax - 0.48
Deferred Tax (Asset) (17.14) 0.14
NET PROFIT (LOSS) 159.58 65.84
Other Comprehensive Income 0.13 4.33
NET PROFIT (LOSS) AFTER COMPREHENSIVE INCOME 159.70 70.17
Paid up Equity Capital 594.84 594.84
Reserves 686.01 526.31
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2. DIVIDEND

The Directors do not recommend any dividend for the year.

PAGE 41

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NDA
ANNUAL REPORT FY24-25
SECURITIES
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PAGE 42
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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

3. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2025, the Company has only one Subsidiary Company i.e. M/s NDA Commodity Brokers Private Limited. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, our Company has prepared Consolidated Financial Statements of the Company which forms part of 33rd Annual Report. Further, a statement containing salient features of Financial Statements of the Subsidiary in the prescribed format AOC-1, pursuant to Section 129 (3) of the Companies Act, 2013, is annexed as Annexure-1 to this Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related information of the Company and the Audited Accounts of the Subsidiary are available on our website i.e. www. ndaindia.com. Further, NDA Securities limited, has entered into an agreement of acquiring the shares from shareholders of NDA Research and Technologies Private Limited and to maintain the company i.e., NDA research and Technologies Pvt. Ltd. as its wholly owned subsidiary company.

the year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2025 and of the profit of the company for the same period;
c. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. They had prepared the annual accounts on a going concern basis;
e. They had laid down internal financial controls in the company that are adequate and were operating effectively.
f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

6. AUDIT OBSERVATIONS

4. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves.

Auditors’ observations are suitably explained in notes to the Accounts and are self- explanatory.

7. AUDITORS OF THE COMPANY

5. DIRECTORS RESPONSIBILITY STATEMENT

i) Statutory Auditors:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2024-25.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a. In the preparation of the annual accounts for

The Members of the company had at their 30th Annual General Meeting held on 29th September, 2022, approved the appointment of M/s. J M and Associates (Firm Registration No.: 017544N) as the Statutory Auditor of the Company to hold office for a term of five years commencing from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting.

M/s. J M and Associates (FRN.: 011270N), have provided their consent and confirmed that they meet the eligibility criteria prescribed under section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and they are not disqualified to act as Statutory Auditors of the Company.

PAGE 43

NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

ii) Secretarial Audit :

iii) Internal Auditor :

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed Mona Bansal & Associates (Membership No. 44163 & COP No.- 17676), as Secretarial Auditor of the Company for the FY 2024-25.

The Secretarial Audit Report for the Financial Year ended March 31, 2025 is given in this Report as Annexure- A

M/s Ashutosh Gupta & Co., Chartered Accountants, is the Internal Auditor of the Company.

8. NUMBER OF BOARD MEETINGS

There were Six ( 6 ) meetings of the Board of Directors held during the financial year 2024-25 are as follows:

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----- Start of picture text -----

DATE OF
S.NO. NAME OF DIRECTORS WHO ATTENDED THE MEETING
MEETING
1. 29.05.2024 Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
2. 09.08.2024 Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
3. 16.08.2024 Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
4. 09.10.2024 Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
5. 13.11.2024 Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
6. 12.02.2025 Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
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9. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013

Company has two Independent Directors namely Mr. Akshay Saxena and Ms. Naina Singh, appointed w.e.f. 01.04.2024 and have given their declarations that they meet the eligibility criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

10. BOARD EVALUATION

In line with the requirement of Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 26th March, 2025, wherein the performance of the non- independent directors was evaluated.

Corporate Governance practices, participation in the long- term strategic planning and fulfillment of Directors’ obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

11. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

In accordance with the provisions of Regulation 25(7) and 46(2) of the Listing Regulations, the Company familiarizes its independent directors at regular intervals, with their roles and responsibilities and the business strategies of the Company. Apart from the aforementioned, the Company also updates the independent directors periodically with the recent changes in statutory provisions applicable on the Company and/or any change /addition in the business operations of the Company.

The Board, based on the recommendation of the Nomination and Remuneration Committee evaluated the effectiveness of its functioning and that of the Committees. The aspects covered in the evaluation included the contribution to and monitoring of

The details of training and familiarization program conducted during the year are provided on the website of the Company at www.ndaindia.com.

PAGE 44

NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

12. DEPOSITS

During the FY 2025-26, the Company did not accept any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Following officials are the Key Managerial Personnel (‘KMP’) of the Company:-

Mr. Gaurav Jindal - Managing Director
Mr. Arun Kumar Mistry - Chief Financial Officer

Agarwal from the said role. Therfore Mr. Gaurav Jindal has been appointed as the KMP of the company from 28.05.2025 in place of Mr. Sanjay Agarwal.

14. CHANGE IN SHARE CAPITAL

There is no change in the paid up equity share capital during the Financial Year 2024-25. Presently, Paid up capital of the company is 59,48,364 equity shares of face value ₹ 10/- each.

SIGNIFICANT CHANGES OCCURRED AFTER TAKEOVER OF THE COMPANY AND THE END OF THE FINANCIAL YEAR 2024-25 TILL DATE
Ms. Shalini Chauhan - Company Secretary.

CHANGE IN DIRECTORS:

Mr. Gaurav Jindal (DIN: 06583133) was appointed as an Additional Director, designated as the Managing Director of the Company, in the Board Meeting held on 28.05.2025, subject to the approval of the shareholders and after obtaining necessary prior approvals from NSE and BSE.
Mr. Ram Gopal Jindal (DIN: 06583160) was appointed as an Additional Director (NonExecutive, Non-Independent) of the Company in the same Board Meeting held on 28.05.2025, subject to the approval of the shareholders and after obtaining necessary prior approvals from NSE and BSE.
Mr. Arvind Sharma was appointed as an Additional Director (Executive, Non-Independent) of the Company with effect from 12.05.2025 pursuant to the authorization granted by the Board.
Mr. Deepak Khurana was appointed as an Additional Director (Executive, NonIndependent) of the Company with effect from 12.05.2025 pursuant to the authorization granted by the Board. He tendered his resignation dated 31.05.2025 from the post of Additional Director.

Change in Key Managerial Personnel

During the year, Mr. Gaurav Jindal was appointed as the Managing Director of the Company with effect from May 28, 2025, following the cessation of Mr. Sanjay

1. Completion of the Takeover and Change in Control of Management

The takeover of NDA Securities Limited has been successfully completed in accordance with all applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. All requisite approvals were duly obtained from the Stock Exchange, Depository Participants, and Clearing Corporations to facilitate the transaction.

This milestone was achieved pursuant to the Share Purchase Agreement dated 01st February 2024, which marked the formal initiation of the takeover process. Consequent to this acquisition, there has been a change in the control of the management of the Company.

2. Reclassification of Promoters And Public Shareholders

Pursuant to the takeover and in accordance with the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ram Gopal Jindal (Acquirer) and Mr. Gaurav Jindal (Person Acting in Concert) have been reclassified and recognized as Promoters and members of the Promoter Group of the Company.

Simultaneously, the erstwhile promoters of the Company have been reclassified from ‘Promoter’ category to ‘Public’ category, upon receipt of necessary approvals and in compliance with the applicable regulatory framework.

PAGE 45

NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

3. Margin Trading Facility (MTF):

Under the supervision of the new management, the Company has obtained the Margin Trading Facility (MTF) license from both the NSE and BSE stock exchanges to offer MTF services.

4. SEBI Market Maker facilities:

The Company has successfully applied for approval of SEBI Market Maker facilities from the National Stock Exchange (NSE), thereby enabling it to enhance liquidity and depth in the trading of designated securities.

5. Change of Corporate Office:

The Company has shifted its Corporate Office from E-157, Second Floor, kalkaji, New Delhi-110019 to 307, 3rd Floor, D Mall, Pitampura, Netaji Subhash Place, New Delhi-110034, where it now maintains its books of accounts in compliance with applicable statutory requirements.

Requirement) Regulation, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17,18,19,20,21,22,23,24,25,26,27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company under the criteria given in the said Regulation. Hence, no disclosure has been made on the items covered under Corporate Governance.

19. RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, transactions which are required to be reported under Section 188 of the Act in Form AOC-2 which is enclosed, forming a part of the Board Report.

All related Party Transactions as required under AS18 are reported in Notes to Accounts of the Financial Statements of the Company.

20. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

6. New LOGO Adoption

Adoption of a New Corporate Logo as a Result of the Recent Takeover, Reflecting the Change in Management and Brand Identity.

==> picture [103 x 38] intentionally omitted <==

16. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during the financial year 2024-25.

As per the requirement under the Act, the Independent Directors had a separate meeting on 26th March, 2025, without the presence of non- independent directors and members of management.

21. AUDIT COMMITTEE

The Chairman informed the Board that as per the provisions of Section 177 of the Companies Act, 2013 all Public Companies satisfying the following conditions shall constitute an Audit Committee:

i. Listed Company;
ii. With a paid up capital of Ten crore rupees or more;

17. MANAGEMENT’S DISCUSSION AND ANALYSIS

A comprehensive Management’s Discussion and Analysis Report, which is enclosed, forming a part of the Board Report.

iii. Having turnover of one hundred crore rupees or more;
iv. Having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

18. CORPORATE GOVERNANCE

The Company is listed with BSE Limited (formerly Known as Bombay Stock Exchange Limited). In view of clause 15(2) of SEBI (Listing Obligation and Disclosure

PAGE 46

NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

COMPOSITION:

Minimum 3 directors with majority independent further provided that majority including its Chairperson shall be persons with ability to read and understand, the financial statement. The Audit Committee shall consist of the following members namely:

Sanjay Agarwal–Member* (resigned w.e.f 22.05.2025)
Akshay Saxena – Chairman
Naina Singh – Member
Gaurav Jindal – Member (appointed w.e.f 28.05.2025)

MEETINGS:

The details regarding number of meetings held by Audit Committee during the year are as follows:

==> picture [498 x 140] intentionally omitted <==

----- Start of picture text -----

DATE OF
S.NO. NAME OF DIRECTORS WHO ATTENDED THE MEETING
MEETING
1. 29.05.2024 Mr. Sanjay Agarwal,Mr. Akshay Saxena, Ms. Naina Singh
2. 09.08.2024 Mr. Sanjay Agarwal,Mr. Akshay Saxena, Ms. Naina Singh
3 09.10.2024 Mr. Sanjay Agarwal,Mr. Akshay Saxena, Ms. Naina Singh
4. 13.11.2024 Mr. Sanjay Agarwal,Mr. Akshay Saxena, Ms. Naina Singh
5. 12.02.2025 Mr. Sanjay Agarwal,Mr. Akshay Saxena, Ms. Naina Singh
----- End of picture text -----

ROLE

Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
a. Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of subsection 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

PAGE 47

NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
Approval or any subsequent modification of transactions of the company with related parties;
Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
Discussion with internal auditors of any significant findings and follow up there on;
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
To review the functioning of the Whistle Blower
mechanism;
Approval of appointment of CFO (i.e., the wholetime Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

auditors’ report thereon;

Approval or any subsequent modification of transactions of the company with related parties;
Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Monitoring the end use of funds raised through public offers and related matters;
The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company;
The Audit Committee shall have authority to investigate into any matter in relation to the items specified (as mentioned at S.No. 21 to 28 above) or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;
The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the auditor’s report but shall not have the right to vote;
The Audit Committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the company. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee; and
Resolve any disagreements between management and the auditor regarding financial reporting.
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
Review and monitor the auditor’s independence and performance and effectiveness of audit process;
Examination of the financial statement and the

PAGE 48

NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

REVIEW

The Audit Committee shall review the following information:

Management discussion and analysis of financial condition and results of operations;
Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
Management letters / letters of internal control weaknesses issued by the statutory auditors;
Internal audit reports relating to internal control weaknesses; and
The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

MEETINGS

The Committee shall meet as and when it is thought appropriate.

The details regarding number of meeting held by Nomination and Remuneration Committee during the year are as follows:

	S.No.	Date of Meeting	Name of Directors who attended the meeting
	1	16.08.2024	Deepti Agarwal, Akshay Saxena- Chairman and
			Naina Singh

ROLE

POWERS

To investigate any activity within its terms of reference.
To seek information from any employee.
To obtain outside legal or other professional advice.
To secure attendance of outsiders with relevant expertise, if it considers necessary.

22. NOMINATION AND REMUNERATION COMMITTEE

The Chairman informed the Board that as per the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014, all public Companies satisfying following conditions shall constitute Nomination and Remuneration Committee:

i. Listed Company;
ii. With a paid up capital of ten crore rupees or more;
iii. Having turnover of one hundred crore rupees or more;
iv. Having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

COMPOSITION

The Nomination and Remuneration Committee shall consist of following members namely:

i. Deepti Agarwal- Member * (Resigned w.e.f. 22.05.2025)
ii. Akshay Saxena- Chairman
Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
Formulation of criteria for evaluation of Independent Directors and the Board;
Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.
The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria lay down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance.
The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
The Nomination and Remuneration Committee shall, while formulating the policy ensures that:
iii. Naina Singh – Member
iv. Ram Gopal Jindal- Member *( Appointed w.e.f. 28.05.2025)

PAGE 49

NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals: Provided that such policy shall be disclosed in the Board's report.

23. STAKE HOLDERS RELATIONSHIP, GRIEVANCE

AND SHARE TRANSFER COMMITTEE

The Chairman informed the Board that as per the provisions of Section 178 of the Companies Act, 2013, Companies which consists of more than one thousand shareholders, debenture- holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship, Grievance and Share Transfer Committee.

COMPOSITION: The Stake Holders Relationship, Grievance Committee shall consist of at least three Directors namely:

i. Sanjay Agarwal- Member * (Resigned w.e.f. 22.05.2025)
ii. Akshay Saxena- Member
iii. Naina Singh – Member
iv. Arvind Sharma- Member* (Appointment w.e.f. 12.05.2025)

MEETINGS

The Committee shall meet as and when it is thought appropriate. The details regarding number of meeting held by Stakeholders Relationship, Grievance and Share Transfer Committee during the year are as follows:

S.No.	Date of Meeting	Name of Directors who attended the meeting
1	26.03.2024	Sanjay Agarwal, Akshay
		Saxena- Chairman and
		Naina Singh

TERMS OF REFERENCE

i. The Stake Holders Relationship, Grievance and Share Transfer Committee specifically look into the redressal of grievances of shareholders, debenture holders and other security holders;
ii. The Stake Holders Relationship, Grievance and Share Transfer Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends.
iii. To expedite the process of share transfers, the Board of the company shall delegate the power of share transfer to an officer or a committee or to the registrar and share transfer agents. The delegated authority shall attend to share transfer formalities at least once in a fortnight.
iv. The Stakeholders Relationship, Grievance Committee oversees and reviews all matters connected with the securities transfers and also looks into redressing of shareholders complaints like transfer of shares, non-receipt of annual reports/dividends etc.
v. The Committee oversees the performance of the Registrar and Transfer agents and recommends measures for overall improvement in the quality of investor services.

24. PERFORMANCE EVALUATION

The performance of the Board, Audit Committee, Nomination and Remuneration Committee, and Stakeholders’ Relationship Committee and that of Individual Directors for the year 2024-25 were evaluated on the basis of criteria as approved by the Board. All directors were provided the criteria for evaluation which were duly filled in.

The performance of Independent Directors was evaluated by the Board of Directors. Each Board Member completed the evaluation and shared their views with the Chairman. Areas of improvement in the functioning of the Board and Committees were identified.

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

GENERAL BODY MEETINGS:

Location and time for the last three AGMs:

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----- Start of picture text -----

Year Date Time Venue Special Resolution
2021-22 29th 2.00 PM Through Video -
September, Conferencing/ Other
2022 Audio Visual Means
2022-23 10th August, 2.00 PM Through Video 1. Re-appointment of Mr. Sanjay Agarwal (DIN:
2024 Conferencing/ Other 00010639) as Managing Director of the
Audio Visual Means. company.
2. Issuance of equity shares on a preferential
basis to the persons belonging to the non-
promoter category.
3. Appointment of Mrs. Pooja Agarwal (DIN:
03111152) as a Non-Executive Independent
Director of the Company.
4. Appointment of Mr. Varundeep Gupta (DIN:
07355393) as a Non-Executive Independent
Director of the Company.
2024-25 10th 2:00 PM Through Video 1. To consider and adopt:
September Conferencing/ Other
2024 Audio Visual Means a. The Audited Standalone Financial
Statement of the Company for the
financial year ended 31st March, 2024
and the Directors’ and Auditors’ Reports
thereon, and
b. The Audited consolidated financial
statement of the Company for the
financial year ended 31st March, 2024.
2. To appoint a director in place of Mrs. Deepti
Agarwal (DIN: 00049250), who retires by
rotation and being eligible, offered herself
for re-appointment.
----- End of picture text -----

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

(i) Special resolution passed last year through postal ballot and details of voting pattern

Resolution for the appointment of Mr. Akshay Saxena and Ms. Naina Singh passed through Postal Ballot of the company in 29th May 2025.

MARKET PRICE DATA ( ₹ )

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----- Start of picture text -----

Month High Low
April, 2024 64.69 46.20
May, 2024 56.06 46.68
June, 2024 58.68 42.00
July, 2024 50.15 39.45
August, 2024 43.30 33.80
September, 2024 44.29 37.50
October, 2024 51.31 38.16
November, 2024 47.50 38.20
December, 2024 48.67 30.10
January, 2025 39.50 29.25
February, 2025 34.50 28.51
March, 2025 36.00 25.70
----- End of picture text -----

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2025

al Value No of shareholders % age of shareholders	No. of Shares held % age of Shares held
3891 93.421 120 2.881 66 1.585 24 0.576 11 0.264 5 0.120 13 0.312 35 0.840 4165 100.000	473925 7.9673 99059 1.6653 98273 1.6521 60270 1.0132 40566 0.6820 22798 0.3833 84484 1.4203 5068989 85.2165 5948364 100.0000

DEMATERIALISATION OF SHARES

The Shares of the Company are in demat form. The Company’s Shares are available for trading in the depository systems of both the National Securities Depository Limited and the Central Depository Services (India) Limited. As on 31st March, 2025 the statement of the shares in demat form is given below:

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----- Start of picture text -----

S.No. Particulars No. of Shares %
1. NSDL 4094521 68.83
2. CDSL 1497613 25.17
3. Physical 356230 5.98
Total 5948364 100.00
----- End of picture text -----

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

29. REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Section 178 of the Companies Act, 2013 and Regulation 19(4) & Schedule II Part D (A) of SEBI (Listing Obligations and Disclosure Requirements), 2015.

26. PREVENTION OF INSIDER TRADING

The Board has adopted a code for the Prevention of Insider Trading in the securities of the Company. The Code inter alia requires pre- clearance from Designated Persons for dealing in the securities of the Company as per the criteria specified therein and prohibits the purchase or sale of securities of the Company by Designated Persons while in possession of Unpublished Price Sensitive Information in relation to the Company besides during the period when the trading window is closed. The aforesaid Code is available at the website of the Company www.ndaindia.com.

27. VIGIL MECHANISM

The Company has devised a vigil mechanism for Directors and employees through the adoption of Whistle Blower Policy, details whereof on our website i.e. www.ndaindia.com.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2024-2025:

No. of complaints received- NIL

30. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975.

The ratio of remuneration of each Director, Chief Financial Officer, Company Secretary of the Company for the FY-2024-25 is annexed at Annexure-B.

31. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

32. ANNUAL LISTING FEE

The Company has paid the Annual listing fees for the financial year 2024-25 to BSE LTD.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

During the period under review there was no energy conservation, technology absorption and foreign exchange earnings and outgo.

34. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by Regulators or courts or tribunals impacting the going concern status and the future operations of the Company.

No. of complaints disposed of: NIL

PAGE 53

NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Board's Report

35. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the Risk Assessment and minimization procedures and periodical review to ensure that risk is controlled by means of a properly defined framework. In the Board’s view there are no material risks, which may threaten the existence of the Company.

36. REPORTING OF FRAUDS

The auditors of the Company have not reported any fraud as specified under the 2nd proviso to Section 143 (12) of the Companies Act, 2013.

37. APPRECIATION

Your Directors wish to place on records their sincere appreciation to all the Employees of the Company for their untiring efforts, efficient work management, loyal services, commitment and dedication that developed the culture of professionalism. Your Directors also thank and express gratitude to the Company’s Customers, Vendors and Institutions. Your Directors also wishes to express deep sense of gratitude to the all our Bankers, Central and State Governments and their departments and to the local authorities for the continued support.

Your Directors register sincere appreciations to the Shareholders of the Company for keeping faith and confidence reposed in us.

By Order of the Board of Directors

Place : New Delhi Date: 18 July 2025

Sd/Sd/Akshay Saxena Ram Gopal Jindal (Director) (Director and Chairperson) DIN:10558168 DIN: 06583160

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NDA SECURITIES

ANNUAL REPORT FY24-25

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

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Mona Bansal & Associates Company Secretaries G-30, 165/166 Sector-3 Rohini Delhi – 110085 + 91-9811603465 | [email protected]

To, The Members NDA SECURITIES LIMITED

E-157 S/F Kalkaji New Delhi 110019

I have conducted the secretarial audit of the compliance of the applicable statutory provisions and the adherence to good corporate practices by NDA SECURITIES LIMITED, (CIN-L74899DL1992PLC050366) (hereinafter called the company). Secretarial audit was conducted in a manner that provided me reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, paper, minute books, forms and return filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2025 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board- Processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2025 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder for which I report that the Company:-
Maintained various statutory registers and minutes of the proceedings of the Board Meetings, Committee Meetings and General Meetings were in compliance with the Companies Act, 2013;
Filed the forms, returns, documents and resolutions as were required to be filed with the Registrar of Companies and other authorities;
Serviced the requisite documents by the Company on its members, auditors and registrar of the Companies were done;
Served Notices of Board and its various Committee Meetings of the Directors as per the Provisions of the Act;
Circulated agenda of the Board Meetings and Committee Meetings adequately in advance. Further, Board Meetings and Committee Meetings were held in compliance with the Act and the resolutions passed by circulations were duly noted by the Board in their subsequent meeting. Further, the requirement of quorum for all the meetings was in compliance with the Act;
Sought approvals of the Board of Directors, Committee of Directors, and members, wherever required.
Directors had complied with the requirements of disclosures as per the provisions of the Act and complied with the code of business conduct & ethics for the directors and management personnel;
Independent Directors have complied with the eligibility of the appointment and their being independent;
Complied with the provisions of appointment and re-appointment of Directors. Further, complied with the provisions of the appointment and tenure of independent directors on the board of the Company;
Complied with the provisions with respect to the appointment and remuneration of the Auditors;
Complied with all other applicable provisions of the Act and rules made thereunder.

PAGE 55

NDA SECURITIES

ANNUAL REPORT FY24-25

Form No. MR-3

ii. The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; The provisions of the Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder were not applicable to the Company during the audit period.
iii. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder are applicable to the Company, and during the audit period, the Company has complied with all the applicable provisions of the said Act, including the relevant regulations and bye-laws.
iv. The provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder, to the extent relating to Foreign Direct Investment (FDI), Overseas Direct Investment (ODI), and External Commercial Borrowings (ECB), were not applicable to the Company during the audit period.
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 are applicable to the Company, and during the audit period, the Company has complied with all the applicable provisions of the said regulations.
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (notified with effect from May 15, 2015) are applicable to the Company, and during the audit period, the Company has complied with all the applicable provisions of the said regulations.
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 [ICDR], not applicable to the Company during the audit period.
d. The Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, were not applicable to the Company during the audit period, as no such schemes were introduced or operated by the Company.
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 were not applicable to the Company during the audit period, as the Company did not issue or list any debt securities during the said period.
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 were not applicable to the Company during the audit period, as the Company did not issue or list any debt securities during the said period..
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (SEBI (Delisting of Equity Shares) Regulations, 2021 were not applicable to the Company during the audit period, as no delisting of equity shares was undertaken by the Company; and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (SEBI (Buy-back of Securities) Regulations, 2018) were not applicable to the Company during the audit period, as no buyback of securities was undertaken by the Company.
i. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 are applicable to the Company, and during the audit period, the Company has complied with all the applicable provisions of the said regulations.

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by the Institute of Company Secretaries of India; and,
ii. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR);

Based on the information provided, representations received from the Company and its officers, and the satisfactory responses to the queries raised during the course of the audit, in my opinion, the Company has, during the period under review, complied with the provisions of the Companies Act, 2013, the Rules made thereunder, applicable Regulations, Guidelines, Standards, and other applicable laws as mentioned above.

PAGE 56

NDA SECURITIES

ANNUAL REPORT FY24-25

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

I further report that compliance by the Company with applicable financial laws, including direct and indirect tax laws, and the maintenance of financial records and books of accounts, has not been reviewed in this audit, as the same is subject to review by the Statutory Auditors and other professionals appointed for the purpose.

I further report that

The Board of Directors of the Company is duly constituted with an appropriate balance of Executive Directors, NonExecutive Directors, and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board are taken by majority, and the views of dissenting members, if any, are duly captured and recorded in the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I report further that, during the audit period, there were no other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, etc., having a major bearing on the Company’s affairs

Date:	15 July 2025	Mona Bansal & Associates
Place:	Delhi	Company Secretaries
UDIN:	A044163G000786058	Mona Bansal
		ACS: 44163
		CP No. 17676

This report is to be read in conjunction with my letter of even date, annexed herewith as Annexure A, which forms an integral part of this report.

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PAGE 57

NDA SECURITIES

ANNUAL REPORT FY24-25

Annexure‐A

of the Secretarial Audit Report

To,

The Members NDA SECURITIES LIMITED

E-157 S/F Kalkaji New Delhi 110019

My report of even date is to be read along with this letter.

Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express as opinion on these secretarial records based on my audit.
I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Date: 15 July 2025 Place: Delhi UDIN: A044163G000786058

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Mona Bansal & Associates Company Secretaries Mona Bansal ACS: 44163 CP No. 17676

==> picture [252 x 269] intentionally omitted <==

PAGE 58

NDA SECURITIES

ANNUAL REPORT FY24-25

Disclosure of Non-Disqualification of Directors under the Companies Act, 2013, as per the provisions of Regulation 34(3) and Schedule V Para C clause (10) (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS as on 31.03.2025

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

of the Secretarial Audit Report

To, The Members NDA SECURITIES LIMITED

E-157 S/F Kalkaji New Delhi 110019

I/We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of NDA Securities Limited, having CIN : L74899DL1992PLC050366, and having registered office at E-157, Second Floor, Kalaji, New Delhi -110019 (hereinafter referred to as the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my/our opinion and to the best of my/our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me/us by the Company and its officers, I/we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), or any such other Statutory Authority:

==> picture [496 x 102] intentionally omitted <==

----- Start of picture text -----

Sr. No. Name of Director DIN Date of Appointment
in Company
1 Mr. Sanjay Agarwal 00010639 25.09.2002
2 Ms. Deepti Agarwal 00049250 01.05.2008
3 Mr. Akshay Saxena 10558168 01.04.2024
4 Ms. Naina Singh 10558307 01.04.2024
----- End of picture text -----

Ensuring the eligibility of the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. My/Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Date: 15 July 2025 Place: Delhi UDIN: A044163G000786267

Mona Bansal & Associates Company Secretaries Mona Bansal ACS: 44163 CP No. 17676

PAGE 59

NDA SECURITIES

ANNUAL REPORT FY24-25

Annexure‐B

of the Board's Report

DETAILS OF RATIO OF REMUNERATION OF DIRECTORS UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES 2014

a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

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----- Start of picture text -----

Name of the Directors Ratio to Median Remuneration
Mr. Sanjay Agarwal, (Ex- Managing Director) 8.69:1
Mr. Deepti Agarwal, (Ex- Non- Executive Director) Nil
Mr. Gaurav Jindal, Managing Director NA, (New appointment)
Mr. Ram Gopal Jindal , Non- Executive Director NA. (New appointment)
Mr. Arvind Sharma, Executive Director N.A (New appointment)
Mr. Akshay Saxena, Non-Executive Independent Director Nil
Mr. Naina Singh, Non-Executive Independent Director Nil
----- End of picture text -----

Independent Directors received only sitting fees during the year; hence, their ratio to median remuneration is nil.

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

	% Increase in Remuneration
ector)	0
e Director)	Nil
	NA (New Appointment)
Director	NA (New Appointment)
	NA (New Appointment)
ependent Director	Nil
endent Director	Nil
ary	32.60%
l Ofcer	0 %

Independent Directors received only sitting fees during the year; hence, their ratio to median remuneration is nil.

c) The percentage increase in the median remuneration of employees in the financial year

The percentage increase in the median remuneration of NDA Securities Limited during the financial year is 2.18%.

d) The number of permanent employees on the rolls of company as on 31st March 2025: The Number of permanent employees - 29

e) The explanation on the relationship between average increase in remuneration and Company performance; The increase in remuneration is in the line with the market trends in order to ensure that remuneration reflects company performance; the performance pay is linked to the organization performance.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;

Particulars		Amount in lacs
Remuneration of KeyManagerial Personnel (KMP) duringFY2024-2025		50.28
Revenue from Operations		762.15
Remuneration (as% of revenue)		6.59
Remuneration (as % of PBT)*		29.56

As the Revenue from operation is ₹ 762.15 lac. And PBT is ₹ 170.11 lacs.
KMP Remuneration includes the remuneration of KMP who has resigned after 31.03.2025 date of resignation is 22.05.2025.

PAGE 60

NDA SECURITIES

ANNUAL REPORT FY24-25

Annexure‐B

of the Board’s Report

(g) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year;

The Market Price of the Company on 31.03.2024 is ₹ 64.68 and on 31.03.2025 was ₹ 29.95.

The Earning per share of the Company on 31.03.2024 ₹ 1.11 is and on 31.03.2025 was ₹ 2.65.

Hence, the Price earnings ratio as on 31.03.2023 is 58.27 and on 31.03.2024 was ₹ 11.30.

The Market Capitalisation as on 31.03.2024 is ₹ 38,47,40,183.52 (Share Price ₹ 64.68 Per equity share) while on 31.03.2025 is ₹ 17,81,53,501.8 (Share Price ₹ 29.95 Per equity share).

The Company has made its IPO at ₹ 10/- each. The Share price as on 31.03.2025 was ₹ 29.95 per equity share of Rs. 10/each. The percentage decrease in the market quotation was (53.68%).

(h) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and Justification thereof and point out if there are any exceptional circumstances for increase in the managerial Remuneration

The average increase in Salaries of employees other than managerial personnel in 2024-25 was 1.18%. Percentage increase in the managerial remuneration for the year was nil.

(i) Comparison of remuneration of the each Key Managerial Personnel against the performance of the Company (Amount in Lacs)

Particulars		Mr. Gaurav Jindal, Managing Director Mr. Arun Kumar Mistry, Chief Financial Ofcer Mr. Sanjay Agarwal Ms. Shalini Chauhan, Company Secretary*
Remuneration		Nil 8.43 30 7.32
Revenue		762.15 762.15 762.15 762.15
Remuneration (as % of		NA 1.19 3.93 0.96
Revenue)
Proft before tax (PBT)		170.11 170.11 170.11 170.11
Remuneration (as % of		NA 4.95 17.64 4.30
PBT)*

As the Revenue from operation is* ₹ 762.15 lac. And PBT is ₹ 170.11 lacs**

**Mr. Sanjay Agarwal has tendered his resignation w.e.f 22.05.2025 and Mr. Gaurav Jindal has been appointed as Managing Director

and KMP w.e.f. 28.05.2025

(j) The key parameters for any variable component of remuneration availed by the directors;

There are no variable components of salary paid in 2024-25 linked with the performance of the Company for the said managerial personnel.

(k) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

There is no such employee being paid higher than the highest paid director.

(i) Affirmation that the remuneration is as per the remuneration policy of the Company

The Company’s remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

PAGE 61

ANNUAL REPORT FY24-25

NDA SECURITIES

MANAGEMENT DISCUSSION AND ANALYSIS REPORT 2025

PAGE 62

NDA SECURITIES

ANNUAL REPORT FY24-25

Management Discussion and Analysis Report

NDA SECURITIES LIMITED: COMPANY OVERVIEW

NDA Securities Limited is a prominent player in the Indian financial services industry, with its equity shares listed on the Bombay Stock Exchange (BSE). The Company is also a Trading Member of both the National Stock Exchange of India Limited (NSE) and BSE, reflecting its strong market presence and regulatory compliance.

Established in 1992 by Mr. Narsingh Das Agarwal and Mr. Sanjay Agarwal, NDA Securities Limited is the flagship entity of the NDA Group. Initially founded to provide stock broking services, the Company has since expanded its portfolio across multiple financial verticals.

In 1994, NDA Securities Limited became a member of the NSE and was granted a Category-I Merchant Banking license, which it held until 1998. The same year, the Company successfully launched its Initial Public Offering (IPO), becoming one of the first broking houses in Northern India to go public. Today, NDA Securities Limited is not only listed on the BSE but also serves as a depository participant with the National Securities Depository Limited (NSDL). This diversification enhances our ability to offer integrated and secure investment services to a broad client base. We are committed to transparency and robust financial disclosure. Our financial statements are prepared in accordance with the Companies Act, 2013. The management assumes full responsibility for the integrity, accuracy, and fairness of these statements, including the judgments and estimates involved.

At NDA Securities Limited, we continually strive to deliver superior products, services, and client experiences, upholding our legacy of trust, innovation, and excellence in the financial services domain.

SERVICES

The Company has a large and diverse client base, including corporate bodies and High Net worth Individuals (HNIs). Our comprehensive range of services is designed to help clients achieve their financial goals through best-in-class solutions. We have implemented state-of-the-art networking and communication infrastructure across all our branches, including Leased Lines, LAN, WAN, and VPN,

ensuring seamless connectivity and uninterrupted service delivery.

Our key service offerings include:

Equity Capital Market: Trading and investment services on the NSE and BSE.
Futures & Options Market: Trading in derivative instruments on the NSE.
Depository Participant Services: As a registered member of NSDL, we offer a complete range of depository services to our clients.

FINANCIAL PERFORMANCE

The financial performance for the year underscores the dynamic nature of our business operations amid evolving market conditions and economic challenges. Key financial indicators highlight the Company’s resilience, strategic adaptability, and sustained focus on value creation in a competitive environment. For comprehensive financial details, please refer to the enclosed Balance Sheet and the accompanying financial statements.

FINANCIAL PRODUCTS DISTRIBUTION

NDA Securities Limited offers a comprehensive suite of financial products and services tailored to meet the diverse needs of its clients. Our distribution platform includes:

Mutual Fund Investments: Access to a wide range of mutual fund schemes across leading fund houses.
Online Trading and Investment: A seamless digital platform for trading across equity and derivative markets. Currently, the NDA Direct App, NDA Wealth App, ODIN Client, and ODIN Diet are operational for trading and investment purposes. We are focused on enhancing technology adoption across our operations.
Equity Research Services: We are a SEBIregistered Research Analyst with a dedicated inhouse research wing that provides investment advice through detailed reports, utilizing market analysis tools and comprehensive studies.
Depository Services: Secure and efficient handling of dematerialized securities as a registered NSDL participant.

PAGE 63

NDA SECURITIES

ANNUAL REPORT FY24-25

Management Discussion and Analysis Report (Contd.)

OPPORTUNITIES, THREATS, RISKS AND CONCERNS

Opportunities

and cross-border trading, enabling us to extend our reach beyond traditional geographies and cater to a more diverse and global client base.

Positive Long-Term Economic Outlook

India’s projected economic growth presents substantial opportunities for the financial services sector. A strong macroeconomic environment is expected to stimulate greater demand for investment products, increase capital market participation, and drive growth in wealth management services.

Regulatory Reforms

Forthcoming regulatory initiatives aimed at improving market transparency, governance, and investor protection are likely to enhance overall market integrity. These reforms are anticipated to foster increased investor confidence and promote broader participation, contributing to the sector’s long-term development.

Expansion of the Financial Services Sector

The continued evolution of the financial services industry, fueled by rising digital adoption, improving financial literacy, and an emerging base of young investors, is opening up new growth opportunities. This expansion supports product innovation, strategic collaborations, and deeper penetration into underserved markets.

Technological Advancements

In a rapidly changing financial landscape, technology is a key enabler of differentiation and scalability. Our strategic focus on innovation is aimed at:

Enhancing Client Experience

By deploying user-centric trading platforms and providing real-time, data-driven insights, we empower clients to make timely and informed investment decisions with greater convenience and accessibility.

Threats

Execution Risk: Challenges in the timely and effective implementation of strategic initiatives may hinder growth and operational efficiency.

Economic Slowdown: Short-term economic headwinds can adversely affect investor confidence, leading to reduced trading volumes and slower business momentum.

Global Liquidity Constraints: A tightening of global liquidity conditions may result in increased market volatility and limited capital availability.

Intensified Competition: Rising competition from both domestic and international financial service providers could pressure margins and market share. SEGMENT-WISE OR PRODUCT- WISE PERFORMANCE / STATE OF AFFAIRS

For the fiscal year 2024-25, Company demonstrated robust performance across key revenue segments:

Interest Income: The Company earned ₹ 78.52 Lacs, showing a growth from ₹ 76.28 Lacs in the previous year. This increase reflects improved cash management and investment strategies.

Brokerage Income from Securities Trading: The brokerage income rose to ₹ 625.04 Lacs from ₹ 572.83 Lacs in FY 2024-25, indicating successful expansion of trading activities and enhanced market engagement. Overall, these results underscore the Company’s strengthened market positioning and its ability to leverage market opportunities effectively, setting a positive outlook for the upcoming fiscal year.

Improving Operational Efficiency

Automation, and advanced analytics are being leveraged to optimize internal workflows, reduce manual intervention, minimize errors, and support agile, data-backed decision-making.

Expanding Market Reach

RESEARCH DIVISION OVERVIEW

NDA Securities Limited holds SEBI registration as a Research Analyst and operates a specialized in-house research desk. This team produces in-depth reports supported by robust market analysis and data-driven methodologies.

Technological integration facilitates remote access

PAGE 64

NDA SECURITIES

ANNUAL REPORT FY24-25

Management Discussion and Analysis Report (Contd.)

The Company’s research division is at the forefront of technological innovation, driven by a team of highly skilled and professionally qualified analysts. Leveraging the latest analytical tools and advanced platforms, the team delivers timely, accurate, and insightful investment advice tailored to meet clientspecific needs. Emphasizing a balanced approach, the division integrates both fundamental and technical analysis, ensuring comprehensive market research and strategic decision-making.

Our internal control procedures are efficient, effective, and tailored to the specific requirements of our diverse business activities. We maintain a structured and well-monitored operational environment to support compliance and risk management.

We have dedicated teams to serve institutional, corporate, and High Net worth Individual (HNI) clients. Each department is led by experienced and qualified professionals who oversee operations and ensure the delivery of efficient, consistent, and high-quality services.

SKILLED MANPOWER

At the core of our success is our commitment to continuous training and skill development. Our employees are extensively trained and well-versed in their respective areas, including equity and derivatives markets, depository services, mutual funds, and IPO distribution. This ensures they are equipped to deliver high-quality, reliable services to our clients.

Furthermore, we invest in the ongoing development of our associates by providing specialized training to enhance their technical expertise and keep them updated on the latest market developments. Our focus on skill enhancement underscores our dedication to maintaining excellence and fostering a knowledgeable, proficient workforce.

INTERNAL CONTROLS

The Company has implemented a robust internal control system that is adequate and appropriate for the size and complexity of its operations. These controls are designed to ensure the accurate recording of transactions, safeguard company assets, and provide reasonable assurance against any significant misuse or loss.

HUMAN RESOURCES

The Company is committed to continuously enhancing its capabilities to meet current and future business demands. We believe that our greatest assets are our people. Our Company is dedicated to implementing best Human Resource practices to ensure effective staffing, retention, and staff development. These efforts are aimed at fostering a high-performance culture that delivers excellence for our customers.

CAUTIONARY STATEMENT

The statements contained in the Management Discussion and Analysis regarding the Company’s objectives, expectations, or predictions are forwardlooking in nature within the meaning of applicable securities laws and regulations. These forward-looking statements are based on current expectations, estimates, and projections about the industry and markets in which the Company operates. Actual results may differ materially from those expressed or implied due to various factors beyond the Company’s control, including but not limited to changes in economic conditions, government policies, and other incidental factors.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT UNDER REGULATION 17 (5) SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

In accordance with Regulation 17 of the Listing Regulations, 2015, I hereby confirm that all the Directors and the Senior Management personnel of the Company have affirmed the compliance with Code of Conduct, as applicable to them for the financial year ended on March 31, 2025.

For NDA Securities Limited

Place : New Delhi Date: 18 July 2025

Ram Gopal Jindal Director and Chairperson DIN: 06583160

PAGE 65

NDA SECURITIES

ANNUAL REPORT FY24-25

MD AND CFO CERTIFICATION

To,

The Board of Directors

NDA Securities Limited

We, Sanjay Agarwal, Managing Director and Arun Kumar Mistry, Chief Financial Officer responsible for the finance functions certify that:

a. We have reviewed the financial statements and cash flow statement for the year ended 31st March, 2025 and to the best of our Knowledge and belief:
i) These Statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
ii) These Statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
b. To the best of our Knowledge and belief, no transactions entered into by the Company during the year ended 31st March, 2025 are fraudulent, illegal or violate the Company’s code of conduct.
c. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which we are aware, have been disclosed to the auditors and the Audit Committee and steps have been taken to rectify these deficiencies.
d. i) There has not been any significant change in internal control over financial reporting during the year under reference.
ii) There has not been any significant change in accounting policies during the year requiring disclosure in the notes to the financial statements.

iii) We are not aware of any instance during the year of significant fraud with involvement therein of the management or any employee having a significant role in the Company’s internal control system over financial reporting.

Place : New Delhi Date: 15 May 2025

Sanjay Agarwal Managing Director DIN:00010639

Arun Kumar Mistry Chief Finance Officer PAN: AHKPM9725H

PAGE 66

NDA SECURITIES

ANNUAL REPORT FY24-25

Form No. AOC-1

Statement Containing Salient Features of the Financial Statement of Subsidiaries/ Associate Companies/ Joint Ventures (Pursuant to first proviso to sub- section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)

Part A: Subsidiaries

==> picture [496 x 337] intentionally omitted <==

----- Start of picture text -----

S.No Particulars Amount in Lacs
1. Name of Subsidiary NDA Commodity Brokers
Private Limited
2. The date since when subsidiary was acquired 28.03.1996
3. Reporting Period 01.04.2024 to 31.03.2025
4. Reporting period for the subsidiary concerned, if different from the N.A.
holding company’s reporting period
Reporting currency and Exchange rate as on the last date of the relevant N.A.
Financial year in the case of foreign subsidiaries
5. Share Capital 75.00
6. Reserves & Surplus -39.41
7. Total Assets 89.05
8. Total Liabilities 89.05
9. Investments
10. Turnover 1.00
11. Profit before Taxation -4.19
12. Provision for taxation
13. Profit after taxation -4.19
14. Proposed Dividend -
15. Extent of Shareholding (%) 100%
----- End of picture text -----

Part B: Associates and Joint Ventures

Not Applicable

For J M and Associates. Chartered Accountants CA Joginder Kumar Mittal Partner M. No. 083816 FRN: 017544N Place : New Delhi Date: 15 May 2025

For and on behalf of the Board For NDA Securities Limited Deepti Agarwal Sanjay Agarwal Director Managing Director DIN: 00049250 DIN: 00010639 Shalini Chauhan Arun Kumar Mistry Company Secretary Chief Financial Officer

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ANNUAL REPORT FY24-25

SECURITIES

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----- Start of picture text -----

STANDALONE
AUDITOR’S REPORT
2025
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NDA SECURITIES

ANNUAL REPORT FY24-25

Profit Structure Revenue & Profit Margin FY2024-25

In FY 2025, NDA Securities Limited delivered a strong operating performance, with total income rising to ₹ 762.15 Lacs, including ₹ 625 Lacs from core operations and ₹ 137 Lacs in other income. The company achieved a healthy net profit of ₹ 159.58 Lacs, translating to an earnings-pershare (EPS) of ₹ 2.68, up significantly from ₹ 1.11 in the previous fiscal year. This robust earnings growth is further supported by a substantial increase in net profit margin, which climbed to approximately 26%, reflecting efficient operating leverage and cost control .

Further reinforcing the financial strength, NDA achieved return on equity (ROE) of around 12.5%, outperforming its five-year average of ~8.7%. The return on capital employed (ROCE) also rose to nearly 14%, underscoring the company’s ability to generate value from its capital investments. In addition, the P/E ratio, at approximately 19–20x, suggests a pragmatic valuation, lower than its historical average but aligned with peers . The combination of rising income, margin expansion, and competitive valuation highlights NDA’s strong financial stewardship and positions it well for sustained growth and enhanced shareholder value.

==> picture [55 x 15] intentionally omitted <==

----- Start of picture text -----

100000
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==> picture [257 x 244] intentionally omitted <==

----- Start of picture text -----

100000
80000 ₹ 762.15 Lacs
₹ 592.04 Lacs
60000
40000
20000 ₹ 159.58 Lacs
Total Income Total Expense Net Profit
----- End of picture text -----

12%

Return on Equity (ROE)

NDA delivered stronger returns on shareholders' capital, boosting investor confidence

26% Net Profit Ratio

NDA improved profitability, enhancing shareholder value and future growth potential

2.53X

Standalone Financial Year 2025

Current Ratio

==> picture [173 x 10] intentionally omitted <==

----- Start of picture text -----

Total Income Total Expense Net Profit
----- End of picture text -----

NDA maintained strong liquidity, ensuring stability and protecting shareholder interests

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NDA SECURITIES

ANNUAL REPORT FY24-25

Independent Auditor’s Report

TO

THE MEMBERS OF

NDA SECURITIES LIMITED

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying Ind AS Financial Statements of M/s. NDA SECURITIES LIMITED (The Company), which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Financial Statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of the affairs of the Company as at 31st March, 2025, and the profit and total comprehensive loss, changes in equity and its cash flows for the year ended on that date.

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BASIS FOR OPINION

We conducted our audit in accordance with the standards on Auditing (SAs) specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matter to be communicated in our reports.

Key Audit Matters

1. Revenue recognition:

The Company’s contracts with customers include contracts with multiple services. The Company derives revenues from financial services comprising of Income from sale of Mutual Funds, Brokerage, sale of Equity Share, Income from Dividend, Commission on Sale & Purchase of Mutal Funds. The Company assesses the services promised in the contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligations to determine the deliverables and the ability of the customer to benefit independently from such deliverables involves significant judgment. In certain integrated services arrangements, contracts with customers include subcontractor services. The Company considers whether it has the primary obligation to fulfil the contract, inventory risk, pricing discretion and other factors to determine whether it controls the service and therefore, is acting as a principal or an agent. Fixed price maintenance revenue is recognized ratably either on

a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period or
using a percentage of completion method when the pattern of benefits from the services rendered to the customer and the Company’s costs to fulfil the contract is not even through the period of contract because the services are generally discrete in nature and repetitive. The use of method to recognize the maintenance revenues requires judgment and is based on the promises in the contract and nature of the deliverables. As certain contracts with customers involve management’s judgment in: -

Our Audit Procedures with regards to key audit matters

Our audit procedures related to the

Identification of distinct performance obligations, 2. Determination of whether the Company is acting as a principal or agent and
Whether fixed price maintenance revenue is recognized on a straight-line basis or using the percentage of completion method included the following, among others:
We tested the effectiveness of controls relating to the a. identification of distinct performance obligations, b. determination of whether the Company is acting as a principal or an agent and
c. determination of whether fixed price maintenance revenue for certain contracts is recognized on a straight-line basis or using the percentage of completion method.

We selected a sample of contracts of customers and performed the following procedures: – Obtained and read contract documents for each selection, including master service agreements, and other documents that were part of the agreement. – Identified significant terms and deliverables in the contract to assess management’s conclusions regarding the:

i. identification of distinct performance obligations ii. whether the Company is acting as a principal or an agent and
iii. whether fixed price maintenance revenue is recognized on a straight-line basis or using the percentage of completion method.
identifying distinct performance obligations,
determining whether the Company is acting as a principal or an agent and
whether fixed price maintenance revenue is recognized on a straight-line basis or using the percentage of completion method, revenue recognition from these judgments were identified as a key audit matter and required a higher extent of audit effort.

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

Key Audit Matters

2. Assessment of Trade Receivables:

The company has trade receivables amounting to Rs. 218.34 Lacs at the Balance Sheet Date March 31, 2025. Trade receivables is a significant item in the Company’s financial statements as at March 31, 2025 and assumptions used for estimating the credit loss on certain receivables is an area which is determined by management’s judgment. The Company makes an assessment of the estimated credit losses on certain trade receivables based on credit risk, past history, latest discussion/ correspondence with the customer. Given the significance of these receivables in the financial statements as at 31st March, 2024 (Previous Year).

3. Identification and disclosures of Related Parties

The Company has related party transactions which include, amongst others, sale and purchase of goods/services to its subsidiaries, associates, joint venture and other related parties and lending, investment and borrowing to/from its subsidiaries, associates and joint venture. Identification and disclosure of related parties was a significant area of focus and hence is considered a Key Audit Matter.

Our Audit Procedures with regards to key audit matters

Our audit procedures related to the:

We have performed the following procedures in relation to the recoverability of trade receivables:

Tested the accuracy of aging of trade receivables at year end on a sample basis;
Obtained a list of outstanding receivables and assessed the recoverability of the unsettled receivables on a sample basis through our evaluation of management’s assessment with reference to the credit profile of the customers, historical payment pattern of customers, publicly available information and latest correspondence with customers
Tested subsequent settlement of trade receivables after the balance sheet date on sample basis.

Our audit procedures related to the:

Our audit procedures amongst others included the following:
Evaluated the design and tested the operating effectiveness of controls over identification and disclosure of related party transactions.
Obtained a list of related parties from the Company’s management and traced the related parties to declarations given by directors, where applicable, and to Note 41 of the standalone Ind AS financial statements.

Information other than the Standalone Financial Statements and Auditors’ Report Thereon

The Company’s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis; Board’s Report including Annexure and Corporate Governance Report but does not include the financial statements and our auditor’s report thereon. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management’s responsibility for the IND AS Standalone Financial Statements

The Company’s board of directors are responsible for the matters stated in section 134 (5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The board of directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We are also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor’s Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this report are in agreement with the books of account.
d. In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the board of directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act;
f. There is no matter or transaction that in our opinion may have any adverse effect on the functioning of the Company.
g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference to financial statements.
h. With respect to the other matters to be included in the auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the company to its director during the year is in accordance with the provisions of section 197 of the Act; and

i. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us.
a. The Company does not have any pending litigations which would impact on its financial position.
b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company
d. a) The management has represented, that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other source or kind of funds ) by the company to or in any other persons or entities, including foreign entities with the understanding, whether recorded in writing or otherwise that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

b. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the company from any other persons or entities, including foreign entities (Funding Parties) with the understanding, whether recorded in writing or otherwise that the company shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries and
c. Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv) (a) and (b) contain any material misstatement.
d. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account for the year ended 31st March, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with.
e. The company did not declare or paid any dividend during the year.

For JM & ASSOCIATES Chartered Accountants CA Joginder Kumar Mittal Partner Membership No. 088327 Firm Registration No. 011270N UDIN: 25088327BMIGNF8323 Place: New Delhi Date: May 15, 2025

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

Annexure A to the Independent Auditor’s Report

(Referred to in paragraph 1 under ‘Report on other legal and regulatory requirements’ section of our report to the members of M/s NDA Securities Limited of even date)

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(i) In respect of the Company’s fixed assets:
(a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.
(b) According to information and explanation given to us, the Property, Plant & Equipment
of the Company have been physically verified by the Management at reasonable intervals
and no material discrepancies were noticed on such verification as compared to books of
accounts
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the title deeds of all immovable properties
(other than properties where the company is the lessee, and the lease agreements are
duly executed in favour of the lessee) including investment property are held in the name
of the Company.
(d) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the company hasn’t revalued its Property,
Plant and Equipment (including Right of Use assets) or intangible assets or both during
the year as the company follows Cost mode.
(e) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there are no proceedings that have been
initiated or are pending against the company for holding any benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) According to the information and explanations given to us and as examined by us, the company
does not hold any inventory during the year.
In our opinion and according to the information and explanations given to us, the Company has not
been sanctioned working capital limits in excess of rupees five crore, in aggregate, from banks or
financial institutions which are secured on the basis of security of current assets.
(iii) In our opinion and according to the information and explanations given to us, the investments
made, guarantees provided, security given and the terms and conditions of the grant of all loans
and advances in the nature of loans and guarantees provided are not prejudicial to the Company’s
interest.
No loans granted by the company are outstanding on reporting date so repayment schedule and
recovery of the same and overdue amount is not applicable as at balance sheet date.
In our opinion and according to the information and explanations given to us, the Company has not
granted any loans or advances in the nature of loans to Directors (as defined in section 2(76) of the
Act) which are either repayable on demand or without specifying any terms or period of Repayment.
(iv). Provision of section 185 and 186 of the Companies Act, 2013 are duly complied by the company.
(v). In our opinion and according to the information and explanations given to us, the company has not
accepted any deposits and accordingly paragraph 3 (v) of the order is not applicable.
(vi). As informed to us, The Central Government has not prescribed the maintenance of cost records
under Section 148 of the company Act 2013 for any of the services rendered by the company
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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

Annexure A to the Independent Auditor’s Report (Referred to in paragraph 1 under ‘Report on other legal and regulatory requirements’ section of our report to the members of M/s NDA Securities Limited of even date)

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(vii) In respect of statutory dues:
(a) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, amounts deducted/ accrued in the books
of account in respect of undisputed statutory dues including provident fund, employees’
state insurance, income-tax, sales- tax, service tax, goods and service tax, duty of
customs, duty of excise, value added tax, cess and other material statutory dues have
been generally regularly deposited during the year by the company with the appropriate
authorities.
(b) According to the information and explanations given to us, no undisputed amounts
payable in respect of provident fund, employees’ state insurance, income-tax, sales- tax,
service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess
and other material statutory dues were in arrears as at March 31, 2025 for a period of
more than six months from the date they became Due.
(c) According to the information and explanations given to us and the records of the
company examined by us, there are no dues of income-tax, sales- tax, service tax, goods
and service tax, duty of customs, duty of excise and value added tax which have not been
deposited on account of any dispute.
(viii) In our opinion and according to the information and explanations given to us and on the basis of
our examination of the records of the Company, we confirm that we have not come across any
transactions not recorded in the books of account which have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961
(ix) In our opinion and according to the information and explanations given to us and on the basis
of our examination, the Company has not defaulted in repayment of loans or other borrowings
to financial institutions, banks, government and dues to debenture holders or in the payment of
interest thereon to any lender.
According to the information and explanations given to us and on the basis of our audit procedures,
we report that the Company has not been declared willful defaulter by any bank or financial
institution or government or any government authority or any other lender.
In our opinion and according to the information and explanations given to us, the Company has not
taken any loan during the year hence utilization of money obtained by way of term loans during the
year for the purposes for which they were obtained is not applicable
According to the information and explanations given to us, and the procedures performed by us,
and on an overall examination of the financial statements of the Company, we report that no funds
raised on short term basis have been used for long-term purposes by the Company
According to the information and explanations given to us and procedures performed by us, we
report that the Company has not raised loans during the year on the pledge of securities held in its
subsidiaries, joint ventures or associate companies.
(x) The Company did not raise money by way of initial public offer or further public offer (including debt
instruments) during the year.
The Company has not made any preferential allotment / private placement of shares / fully / partly /
optionally convertible debentures during the year.
(xi) In our opinion and according to the information and explanations given to us, there has been no
fraud by the Company or any fraud on the Company that has been noticed or reported during the
year.
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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

Annexure A to the Independent Auditor’s Report

(Referred to in paragraph 1 under ‘Report on other legal and regulatory requirements’ section of our report to the members of M/s NDA Securities Limited of even date)

(xi) In our opinion and according to the information and explanations given to us, no report under subsection (12) of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government and up to the date of this report

As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and accordingly, paragraph 3 (xii) of the order is not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with section 177 and 188 of the Act. Where applicable, the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business
(xv) According to the information and explanations given to us, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company. and hence provisions of section 192 of the Act, 2013 are not applicable to the Company.

(xv)	with the size and nature of its business According to the information and explanations given to us, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company. and hence provisions of section 192 of the Act, 2013 are not applicable to the Company.
(xvi)	According to the information and explanations given to us and based on our examination of the records of the company, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
(xvii)	The Company has not incurred cash losses in the fnancial year and in the immediately preceding fnancialyear.
(xviii)	There has been no resignation of the Statutory Auditors during the year and accordingly requirement to report on clause 3(xviii) of the order is not applicable
(xix)	According to the information and explanations given to us and on the basis of the fnancial ratios, ageing and expected dates of realization of fnancial assets and payment of financial liabilities, other information accompanying the fnancial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, willget discharged bythe Companyas and when theyfall due.
(xx)	According to the information and explanations given to us and the records of the Company examined by us, there is no unspent amount under sub-section (5) of section 135 of Companies Act, pursuant to any project. Therefore, the provisions of clause (xx)(a) and (xx)(b) of Para 3 of the Companies (Auditor’s Report) Order, 2020 are not applicable to the Company
(xxi)	The clause 3(xxi) of the order is not applicable to the Standalone Financial Statements.

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT

Report on the Internal Financial Controls under Clause ( i ) of Sub-section 3 of Section 143 of the Companies Act,2013( the Act )

We have audited the internal financial controls over financial reporting of NDA SECURITIES LIMITED (the Company) as of March 31, 2025 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.

Management`s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India .These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over the financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company`s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorities of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of the internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For JM & ASSOCIATES Chartered Accountants Firm Registration No. 011270N

CA Joginder Kumar Mittal Partner Membership No. 088327 UDIN: 25088327BMIGNF8323 Place: New Delhi Date: May 15, 2025

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PAGE 80

NDA ANNUAL REPORT FY24-25 SECURITIES STANDALONE FINANCIAL STATEMENTS

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PAGE 81
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NDA SECURITIES

ANNUAL REPORT FY24-25

NDA SECURITIES LIMITED

Standalone Balance Sheet as at March 31, 2025

NDA SECURITIES LIMITED Standalone Balance Sheet as at March 31, 2025

Particulars A. ASSETS	Notes	As at March 31st, 2025

Financial assets
(a) Cash and cash equivalents	3	35.36
(b)Other Bank Balances	4	698.75
(c) Trade receivables	5	218.34
(d)Loans	6	-
(e)Investments	7	2.65
(f)Other fnancial assets	8	709.53
		1,664.63
Non - Current Liabilities
(a) Investment Properties	9	-
(b)Investment in subsidiaries	10	75.00
(c)Current tax assets(net)	11	29.53
(d)Deferred tax assets(net)	12	90.15
(e) Other Non-Financial assets	13	24.56
(f) Other intangible assets	14	8.83
(g)Property, plant and equipment	15	33.42
		261.48
Total Assets		1,926.11
B. EQUITY AND LIABILITIES
Financial liabilities
(a) Borrowings	16	-
(b) Trade payables	17
- Total outstanding dues of small enterprises and micro enterprises		-
- Total outstanding dues of creditors other than small enterprises and micro enterprises		541.76
		541.76
Non-Financial liabilities
(a) Provisions	18	89.45
(b) Other Non-Financial liabilities	19	14.05
		103.50
Non-Financial liabilities
(a) Provisions	20	594.84
(b)Other Non-Financial liabilities	21	686.01
		1,280.84
Total Equity and Liabilities		1,926.11

NDA SECURITIES

ANNUAL REPORT FY24-25

NDA SECURITIES LIMITED

Standalone Statement of Profit & Loss for the period ended March 31,2025

			(Amount in ‘Lacs’)
Particulars	Notes	As at March 31st, 2025	As at March 31st, 2024
INCOME
I. Revenue from operations	22	625.04	572.83
II. Other income	23	137.11	82.38
III. Total Income (I+II)		762.15	655.21

IV. EXPENSES
(a)Changes in inventories	24	-	0.38
(b)Employee benefts expense	25	215.31	185.80
(c)Finance costs	26	18.24	13.46
(d)Depreciation and amortisation expense	27	13.47	12.57
(e) Other expenses	28	345.02	348.79
TOTAL EXPENSES(IV)		592.04	561.00
V. Proft/(Loss)before tax(III-IV)		170.11	94.21

VI. Tax expense:	29
(a)Current tax		27.67	27.75
(b) Current tax (Prior year adjustment)		-	0.48
(b)Deferred tax		(17.14)	0.14
Total tax expenses(VI)		10.53	28.37

VII. Proft/(Loss)for theyear(V-VI)		159.58	65.84

VIII. Other comprehensive income	30
Items that will not be reclassifed to profit or loss
i)Gain/(loss)on FVTOCI fnancial assets		0.18	5.83
ii)Income tax relatingto item that will not be reclassifed toprofit or loss		(0.05)	(1.17)
iii)Remeasurement of defned employee benefitplan		-	(0.33)
Total other comprehensive income/(loss)		0.13	4.33

IX. Total Comprehensive income for theyear,net of taxes		159.70	70.17

X. Earnings per equity share:	31
Equityshares ofpar value₹10 each
(1)Basic		2.68	1.11
(2) Diluted		2.68	1.11

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NDA SECURITIES

ANNUAL REPORT FY24-25

NDA SECURITIES LIMITED

Standalone Statement of Cash Flows for the year ended March 31, 2025

(Amount in ‘Lacs’)

	,	(Amount in ‘Lacs’)
Particulars	As at March 31st,2025	As at March 31st, 2024
Cash fows from operatingactivities
Proft /(loss)before tax	170.11	94.21
*Adjustments for:*
Depreciation and amortisation	13.47	12.57
Finance Cost	18.24	13.46
Bank Guarantee Charges	-	2.74
Interest and Dividend Income	(47.99)	(49.64)
(Loss)/Gain on disposal of PropertyPlant equipments/ investmentproperties	(57.96)	(1.36)
OperatingProft/(Loss)before workingcapital changes	95.87	71.98
Movement in workingcapital
*Adjustments for increase/(decrease) in operating liabilities:*
Increase/decrease in Trade Payables	(336.93)	236.41
Increase/decrease in Other current liabilities	1.81	27.61
Increase/decrease in Mat Receivable	-	0.43
Increase/decrease in Provisions	2.32	4.52
*Adjustments for increase/(decrease) in operating assets:*
Increase/decrease in Inventories	-	0.38
Increase/decrease in Trade Receivables	87.28	(262.42)
Increase/decrease in Other current assets	5.15	(376.20)
Increase/decrease in other Non Financial Assets	174.94	1.41
Cash used from operations	30.44	(295.88)
Income taxespaid(net of refunds)	(35.15)	(28.23)
Net cash fowgenerated from operatingactivities(A)	(4.70)	(324.11)
*Cashflowsfrom investing activities*
Purchase of Current Investment	(0.32)	16.02
Interest and Dividend Income received	47.99	49.64
Purchase of Property, plant and equipment's and intangible assets	(25.48)	(6.37)
Proceeds from /(investment in)loans	50.00	-
Proceeds from /(investment in)deposits	25.00	12.15
Sale of Investment Properties	75.00	-
Sale of Property,Plant and equipment's	-	5.50
Net cash fow from investingactivities(B)	172.18	76.94
*Cashflowsfromfinancing activities*
Finance Cost	(18.24)	(13.46)
Bank Guarantee Charges	-	(2.74)
Issue of Share Capital	-	150.00
Secured Short term Borrowing	(133.19)	119.01
Net cash fow from financingactivities(C)	(151.44)	252.81
Net increase/(decrease)in cash and cash equivalents[A+B+C]	16.04	5.64
Cash and cash equivalents at the beginningof theyear	19.32	13.67
Cash and cash equivalents at the end of theyear	35.36	19.32
Total cash and cash equivalents(refer note 3)	35.36	19.32
The accompanying notes are an integral part of the fnancial statements For and on behalf of the Board of Directors of Material Accounting Policies 1 to 2 NDA SECURITIES LIMITED Notes to Financial Statements 3 to 53 CIN: L74899DL1992PLC050366 FOR JM AND ASSOCIATES Chartered Accountants Firm Registration No.: 011270N Joginder Kumar Mittal (Partner) Membership No. : 088327 UDIN: 25088327BM1GNF8323 Sanjay Agarwal Managing Director DIN : 00010639 Arun Kumar Mistry Chief Financial Ofcer PAN: AHKPM9725H Deepti Agarwal Director DIN: 00049250 Shalini Chauhan Company Secretary PAN: CLEPC6328Q Place: New Delhi Date : 15-May-2025

NDA SECURITIES

ANNUAL REPORT FY24-25

Statement of Changes in Equity

for the year ended 31 March 2025

A. Equity Share Capital

(Amount in ‘Lacs’)

for the year ended 31 March 2025 A. Equity Share Capital					(Amount in ‘Lacs’)
Particulars			Number of shares		Amount

Balance as at April 1, 2023			50,92,200		509.22
Changes in equityshare capital				-	-
Equityshares isssued duringtheyear			8,56,164		85.62
Balance as at March 31, 2024			59,48,364		594.84

Balance as at April 1, 2024			59,48,364		594.84
Changes in equityshare capital				-	-
Equityshares isssued duringtheyear				-	-
Balance as at March 31, 2025			59,48,364		594.84
B. Other Equity					(Amount in ‘Lacs’)
Particulars	General Reserve	Retained Earning	Share Premium Account Other		Total

Balance as at April 1, 2023	17.24	376.59	-	(2.08)	391.75
Change duringtheperiod	-	65.84	64.38	4.33	134.55
Balance as at March 31, 2024	17.24	442.43	64.38	2.25	526.30

Balance as at April 1, 2024	17.24	442.43	64.38	2.25	526.30
Change duringtheperiod	-	159.58	-	0.13	159.70
Balance as at March 31, 2025	17.24	602.01	64.38	2.37	686.01

FOR JM AND ASSOCIATES Sanjay Agarwal Deepti Agarwal Chartered Accountants Managing Director Director Firm Registration No.: 011270N DIN : 00010639 DIN: 00049250 Joginder Kumar Mittal (Partner) Arun Kumar Mistry Shalini Chauhan Membership No. : 088327 Chief Financial Officer Company Secretary UDIN: 25088327BM1GNF8323 PAN: AHKPM9725H PAN: CLEPC6328Q Place: New Delhi Date : 15-May-2025

PAGE 85

ANNUAL REPORT FY24-25

NDA SECURITIES

PAGE 86

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025

1. CORPORATE INFORMATION

NDA Securities Limited ( the company) is a public limited company domiciled in India and incorporated under the provisions of companies Act,1956 vide Registration No. L74899DL1992PLC050366 Dated 21.09.1992. The address of its corporate office is situated at E-157, 2nd Floor, Kalka Ji, New Delhi-110019. Its shares are listed on Bombay Stock Exchange Limited as Scrip code No. 511535 and ISIN INE026C01013. The company is engaged in brokerage of financial products e.g. Stock Brokerage, Mutual Funds depository Services and investment related activities such as investment in subsidiary and investment in Mutual Funds. Company has trading membership in National Stock Exchange since 1994, and also has trading membership of Bombay Stock Exchange and it is also a Depository Participant of National Securities Depositories Ltd.

2. MATERIAL ACCOUNTING POLICIES INFORMATION

This note provides a list of the material accounting policies in the preparation of these financial statements. These policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

2.1 Basis of preparation

i. Statement of compliance

with Indian Accounting Standards(Ind AS) notified under section 133 of companies act 2013 (ACT) read with Companies(Indian Accounting Standards) Rules 2015; and the other provisions of the act and rules thereafter. The preparation of the Financial Statements in conformity with the Ind AS requires Management to make estimates and assumption. These estimates and assumptions affect the reported amount of assets and liabilities as on the data of the Financial Statements and the reported amount if revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/materialized.

ii. Historical cost convention

The financial statements have been prepared on accrual basis and under historical cost convention, except for financial instruments which have been measured at fair value at the end of each reporting period, as required by relevant Ind AS and as explained in the accounting policies mentioned below.

iii. Fair value measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using other valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

Fair value for measurement and/ or disclosure purposes are categorized into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 - This includes financial instruments measured using quoted prices (Unadjusted) in active markets for identical assets and liabilities.

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

iv. Functional Currency

All the amounts included in the financial statements are reported in lacs of Indian rupees ( ₹ ), which is also the functional currency of the Company.

advances) and the level of maintenance expenditure required to obtain the expected future cash flows from the asset. The Company reviews the useful life of property, plant and equipment at the end of each reporting date.

2.3 Property, plant and equipment

(i) Recognition and measurement:

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price net of any trade discounts and rebates, any import duties and other taxes (input tax credits), any directly attributable expenditure in making the asset ready for its intended use. Borrowing costs relating to acquisition of property, plant and equipment which take substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

2.2 Use of accounting estimates, assumptions and judgements

The preparation of the financial statements in conformity with Ind AS requires management to make judgements, assumptions and judgements that affect the application of the accounting policies and the reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent liabilities. Actual results may differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The following are the areas of estimation uncertainty and critical judgements that the management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statement :

Useful lives of property, plant and equipment

Subsequent expenditure relating to property, plant and equipment is capitalised only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred.

(ii) Depreciation

Depreciation on Property, plant and equipment has been provided on straight line method (SLM) based on useful lives of assets as estimated by Management, which are in line with Schedule II to the Companies Act, 2013.

Depreciation for assets purchased / sold / disposed-off during a period is proportionately charged. Property, plant and equipment’s residual values and useful lives are reviewed at each Balance Sheet date and changes, if any, are treated as changes in accounting estimate and accounted for on a prospective basis. Asset individually costing ₹ 5,000 and less are fully depreciated in the year of purchase.

The method of depreciation and useful life considered on different assets is as below:

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

Description of Assets	Useful life (years)
Ofce Equipment	5
Computers Hardware Servers	6
Computers Hardware Desktop and others	3
Computer Software i.e. Intangible Assets	6
Furniture	10
Motor Vehicle	8

An item of Property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is recognised in the statement of profit and loss. Property, plant and equipment which are found to be not usable or retired from active use or when no further benefits are expected from their use are removed from the books of account and the carrying value if any is charged to statement of profit and loss.

2.4 Impairment of non-financial assets

The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with the exposure arising from loan commitments and financial guarantee contracts. The Company recognizes a loss allowance for such losses at each reporting date.

of recovery. Indicators that there is no reasonable expectation of recovery include (i) ceasing enforcement activity and (ii) where the Company’s recovery method is foreclosing on collateral and the value of the collateral is such that there is no reasonable expectation of recovering in full. Financial assets, or a portion thereof, are derecognized when the contractual rights to receive the cash flows from the assets have expired, or when they have been transferred and either (i) the Company transfers substantially all the risks and rewards of ownership, or (ii) the Company neither transfers nor retains substantially all the risks and rewards of ownership and the Company has not retained control. The Company directly reduces the gross carrying amount of a financial asset when there is no reasonable expectation of recovering a financial asset in its entirety or a portion thereof.

2.5 Financials Instruments

I. Initial recognition

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are initially recognised at fair value plus transaction costs directly attributable to its acquisition. The transaction costs incurred for the purchase of financial assets held at fair value through profit and loss are expensed in the statement of profit and loss immediately.

II. Subsequent measurement

1) Financial assets carried at amortized cost

The measurement of ECL reflects:

a. An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes. b. The time value of money; and - Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. The measurement of the ECL allowance is an area that requires the use of complex models and significant assumptions about future economic conditions and credit behavior (e.g. the likelihood of customers defaulting and the resulting losses).

The Company writes off financial assets, in whole or in part, when it has exhausted all practical recovery efforts and has concluded there is no reasonable expectation

A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. When the financial asset is derecognised or impaired, the gain or loss is recognised in the statement of profit and loss.

2) Fair value through other comprehensive income:

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses on the instrument’s amortised cost which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss.

3) Fair value through Statement of profit and loss (FVPL):

Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value through profit or loss. Interest income from these financial assets is included in ‘Interest income’ using the effective interest rate method.

contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.

2) Financial Liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expired.

4) Financial liabilities

Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts is approximate to the fair value due to the short maturity of these instruments.

III. Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortized cost and FVOCI debt instruments. Except trade receivables, expected credit losses are measured at an amount equal to the twelve month expected credit loss unless there has been a significant increase in credit risk from initial recognition, in which case those are measured at lifetime ECL.

In case of trade receivables, the Company follows the simplified approach which requires expected lifetime losses to be recognised from the initial recognition of the trade receivables. The Company calculates the expected credit losses on trade receivables using a provision matrix on the basis of its historical credit loss experience.

IV. Derecognition

1) Financial Assets

Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the rights to receive the

V. Reclassification of Financial Assets and Financial liabilities

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. If the Company reclassifies financial assets, it applies prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

2.6 Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current and non-current classification.

Assets

An asset is classified as current when it satisfies any of the following criteria:

(a) it is expected to be realised in, or is intended for sale or consumption in, the Company’s normal operating cycle;

(b) it is held primarily for the purpose of being traded; (c) it is expected to be realised within 12 months after the reporting date; or

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

(d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date.

Current assets include the current portion of noncurrent financial assets. All other assets are classified as non-current.

Other Income

Dividend income from investments purchased is recognised when the shareholder’s right to receive payment has been established. Revenue from services is recognised in the accounting period in which the services are rendered

2.8 Employee benefits

Liabilities

A liability is classified as current when it satisfies any of

the following criteria:

a. it is expected to be settled in the Company normal operating cycle;
b. it is held primarily for the purpose of being traded;
c. it is due to be settled within 12 months after the reporting date; or
d. the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified as non-current.

Operating cycle

Operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. The Company’s operating cycle is less than twelve months.

2.7 Revenue recognition

Revenue is being accounting for on accrual basis. Revenue is recognized to the extent that is probable that the economic benefits will flow to the company and revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at fair value of the consideration received or receivable. The revenue is recognized net of GST(if any)

Interest income

Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable.

(i) Short term employee benefits

Employee benefits payable wholly within twelve months of receiving employee services are classified as shortterm employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for employee services is recognised as an expense as the related service is rendered by employees.

(ii) Post-employment benefits

Defined benefit plan

The Company’s gratuity benefit scheme is defined benefit plan. The Company’s net obligation in respect of a defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognised past service costs and the fair value of any plan assets are deducted. The calculation of the Company’s obligation under the plan is performed annually by a qualified actuary using the projected unit credit method. The liability towards gratuity is treated as a defined benefit obligation. It is assessed annually as at 31st March, based on an actuarial valuation carried out by an independent actuary using the projected unit credit method. The resulting provision is recognized in the books and charged to the Statement of Profit and Loss. The Company recognizes all actuarial gains and losses arising from defined benefit plan immediately in the Statement of Profit and Loss. All expenses related to defined benefit plan are recognised in employee benefits expense in the Statement of Profit and Loss. When the benefits of a plan are improved, the portion of the increased benefit related to past service by employees is recognised in the Statement of Profit and Loss on a straight-line basis over the average period until the benefits become vested.

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

The Company recognises gains and losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs.

the date on which the entity initially recognises the non-monetary asset or non monetary liability arising from payment or receipt of advance consideration.

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a separate entity and has no obligation to pay any further amounts. The Company makes specified monthly contributions towards employee provident fund to Government administered provident fund scheme which are defined contribution plans. The Company’s contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service.

(iii) Long-term employee benefits

Long-term employee benefits comprise compensated absences. The employees can carry-forward a portion of the unutilised accrued compensated absences and utilise it in future service periods or receive cash compensation on termination of employment. Since the compensated absences do not fall due wholly within twelve months after the end of the period in which the employees render the related service and are also not expected to be utilised wholly within twelve months after the end of such period, the benefit is classified as a long-term employee benefit. The Company records an obligation for such compensated absences in the period in which the employee renders the services that increase this entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method.

2.9 Foreign currency transactions and translations

The functional currency of the Company is Indian Rupees (INR) which represents the currency of the primary economic environment in which it operates.

In preparing the financial statements of the Company, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rate of exchange prevailing at the dates of the transactions. The date of transaction for the purpose of determining the exchange rate on initial recognition of the related asset, expense or income (part of it) is

Monetary assets and liabilities relating to foreign currency transactions remaining unsettled at the end of each reporting period are translated at the exchange rates prevailing at that date. Non-monetary items that are measured at historical cost in a foreign currency, are translated using the exchange rate at the date of the transaction.

2.10 Inventories

Stocks of quoted share /debentures and other securities are valued at fair price, but where the fair value is not available, we consider the last value provided. Stocks of unquoted shares/ Physical shares and other securities valued at Cost value to the extent possible. The difference between the fair value of inventory and the cost price or market price whichever is lower recognised in Other comprehensive income/Loss.

2.11 Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

2.12 Statement of Cash Flows

Cash flow statements are prepared in accordance with Indirect Method as explained in the Ind AS on Statement of Cash Flows (Ind AS - 7). The cash flows from operating, financing and investing activity of the Company are segregated.

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

2.13 Income taxes

Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred tax are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

Current tax

Current tax is measured at the amount expected to be paid to or recovered from the taxation authorities based on the taxable profit for the year. Taxable profit differs from Profit before tax as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible under the Income Tax Act, 1961. The tax rates and tax laws used to compute the current tax amount are those that are enacted by the reporting date and applicable for the period. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognised amounts and where it intends either to settle on a net basis or to realize the asset and liability simultaneously.

that sufficient taxable profits will be available to allow all or part of such deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting date. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset the corresponding current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Minimum Alternative Tax (‘MAT’) under the provisions of the Income-tax Act, 1961 is recognised as current tax in the Statement of Profit and Loss. The credit available under the Act in respect of MAT paid is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the period for which the MAT credit can be carried forward for set-off against the normal tax liability. MAT credit recognised as an asset is reviewed at each balance sheet date and written down to the extent the aforesaid convincing evidence no longer exists.

2.14 Provisions, contingent liabilities and contingent assets

Deferred income tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable

A provision is recognised in the Balance Sheet, when the Company has a present obligation as a result of a past event and it is probable that an outflow of economic resources will be required to settle the obligation. Provisions are recognised at the best estimate of the expenditure required to settle the obligation at the Balance Sheet date. The provisions are measured on an undiscounted basis. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.

2.15 Earnings per share (EPS)

Basic EPS is computed using the weighted average number of equity shares outstanding during the year. Diluted EPS is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year except where the results would be anti-dilutive.

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

2.16 Borrowing Costs

Borrowing costs specifically relating to the acquisition or construction of a qualifying asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the asset. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Interest earned on idle funds are deducted while capitalisation of such borrowings costs.

amount or realizable value whichever is lower. The Carrying cost of Property as on 1st April 2019 has bee treated as deemed cost under IND AS per previous GAAP and use that as its deemed cost on date of transition (1st April 2019).

2.18 Investment in Subsidiaries and Joint ventures and Associates

Cost of Investment in equity shares of subsidiaries, joint ventures and associates are classified as Non-Current investment and the same is accounted for at cost.

2.19 Trade Receivable

For general borrowing used for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalization is determined by applying a capitalization rate to the expenditures on that asset. The capitalization rate is the weighted average of the borrowing costs applicable to the borrowings of the Company that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. The amount of borrowing costs capitalized during a period does not exceed the amount of borrowing cost incurred during that period. All other borrowing costs are expensed in the period in which they occur.

A Receivable is classified as a ‘trade receivable’ if it is in respect to the amount due from customers on account of goods sold or services rendered in the ordinary course of business. Trade receivables are recognised at transaction value and subsequently measured at transaction value less provision for impairment. For some trade receivables the Company may have or have obtain security in the form of Shares deposit or Fixed Deposit, which can be called upon if the counterparty is in default under the terms of the agreement.

2.20 Trade Payables

2.17 Investment Property

Investment property is property (land or a building- or part of a building-or both) held either to earn rental income or for capital appreciation or for both, but not for sale in ordinary course of business. Investment properties are stated at cost net of accumulated depreciation and accumulated impairment losses, if any. The carrying amount of assets are reviewed each Balance Sheet date to determine if then any indication of impairment based on internal or external factors. An impairment loss is recognised whenever the carrying amount of an assets exceeds its recoverable amount. The recoverable amount is the greater of the net selling price and value in use. The impairment loss recognized in the prior accounting years is reversed if there has been a change in the estimate of recoverable amount. The Company recognize assets for sales of those assets which are not in use and identified for sale / disposable. The same is valued at net carrying

A payable is classified as ‘trade payable’ if it is in respect of the amount due on account of goods purchased or services received in the normal course of business. These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. Trade Payable Includes Advances given by Clients for purchase of shares and Margin Deposit for trading in Future and option Segment of Stock Exchange.

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 3 Cash and cash equivalents

(Amount in ‘Lacs’)

NOTE : 3 Cash and cash equivalents		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Cash in hand	1.11	3.88
Balances with banks:
on current accounts	34.24	15.44
Total	35.36	19.32

NOTE : 4 Other Bank Balances

(Amount in ‘Lacs’)

NOTE : 4 Other Bank Balances		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Bank Fixed deposits
Hdfc bank Fixed Deposit of Overdraft	400.00	400.00
Hdfc bank Fixed Deposit	-	75.00
Deposited with NSE For Additional Base Capital	250.00	200.00
Fixed Deposited with Stock Exchange BMC	48.75	48.75
Total	698.75	723.75

NOTE : 5 Trade receivables

(Amount in ‘Lacs’)

NOTE : 5 Trade receivables		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Undisputed trade receivables
Undisputed trade receivables - considered good	218.34	305.62
Undisputed trade receivables - which have signifcant increase in credit risk	-	-
Undisputed trade receivables - credit impaired	-	-

Disputed trade receivables
Disputed trade receivables - considered good	-	-
Disputed trade receivables - which have signifcant increase in credit risk	-	-
Disputed trade receivables - credit impaired	-	-
Total	218.34	305.62

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

Trade receivables ageing schedule as at 31.03.2025 as follows:

(Amount in ‘Lacs’)

==> picture [492 x 308] intentionally omitted <==

----- Start of picture text -----

Outstanding for following periods from due date of payment
Not due Less 6 months 1 to 2 2 to 3 More Total
Particulars
than to 1 year years years than
6 3 years
months
As at March 31, 2025
Undisputed trade
receivables
- considered good - 205.30 0.73 1.75 0.96 9.60 218.34
- which have significant - - - - - -
increase in credit risk
- credit impaired - - - - - - -
Disputed trade receivables
- considered good - - - - - - -
- which have significant - - - - - - -
increase in credit risk
- credit impaired - - - - - - -
Total - 205.30 0.73 1.75 0.96 9.60 218.34
----- End of picture text -----

Trade receivables ageing schedule as at 31.03.2024 as follows:

(Amount in ‘Lacs’)

==> picture [492 x 296] intentionally omitted <==

----- Start of picture text -----

Outstanding for following periods from due date of payment
Particulars Not due Less 6 months 1 to 2 2 to 3 More Total
than to 1 year years years than
6 3 years
months
As at March 31, 2024
Undisputed trade receivables
- considered good - 293.55 0.81 1.78 2.57 6.91 305.62
- which have significant - - - - - - -
increase in credit risk
- credit impaired - - - - - - -
Disputed trade receivables
- considered good - - - - - - -
- which have significant - - - - - - -
increase in credit risk
- credit impaired - - - - - - -
Total - 293.55 0.81 1.78 2.57 6.91 305.62
----- End of picture text -----

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

Disputed Transaction – Bombay Stock Exchange:

An amount of ₹ 16.01 Lacs paid to the Bombay Stock Exchange on account of an erroneous trade dated 1st April 2013 involving the purchase of 1,00,000 equity shares of Ashutosh Paper Mills Ltd. has been excluded from trade receivables.

The company has filed a legal case in respect of this transaction, which is currently pending adjudication in court. The amount had been written off in the books of accounts in earlier years. The disputed shares are currently lying in the company’s demat account.

NOTE : 6 Loans

(Amount in ‘Lacs’)

NOTE : 6 Loans		(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
*Loans to Related Parties*
Intercorporate Load to Subsidiary Co.	-	50.00
Total	-	50.00

NOTE : 7 Investment

(Amount in ‘Lacs’)

NOTE : 7 Investment		(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
	Number of Units Amount (in Lacs)	Number of Units Amount (in Lacs)
Investment in Mutual Fund
Aditya Birla Hybrid Fund	167.26 2.65	147.17 2.14
Total	167.26 2.65	147.17 2.14

NOTE : 8 OTHER FINANCIAL ASSETS

(Amount in ‘Lacs’)

NOTE : 8 OTHER FINANCIAL ASSETS		(Amount in ‘Lacs’)
Particulars	As at March 31st,	As at March 31st,
	2025	2024
*(Unsecured, considered good)*
Deposit with NSDL	10.00	10.00
MembershipDeposits with the National Stock Exchange	58.00	58.00
MembershipDeposits with the BombayStock Exchange Ltd	11.25	11.25
Interest Receivable on fxed deposits	17.87	6.95
Advance To ClearingMember	4.07	73.62
Margin with ClearingMember in Fixed Deposit	358.00	358.00
Deposits with the NSE Additional Base Capital	232.78	356.96
Interest Receivable from ClearingMember	13.56	5.70
Deposit with Clearing Member Derivatives NSE	2.00	2.00
Securities Deposits with Landlords for Ofce Rent	1.80	1.80
Securities Deposits with NSDL for SteadyServices	0.20	0.20
Total	709.53	884.48

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 9 INVESTMENT PROPERTIES

(Amount in ‘Lacs’)

As at March 31st, 2025	As at March 31st, 2024
unt as at the 17.04	38.51
the year -	-
e during the year (17.04)	(21.47)
-	17.04

NOTE : 10 INVESTMENT IN SUBSIDIARIES

(Amount in ‘Lacs’)

NOTE : 10 INVESTMENT IN SUBSIDIARIES		(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
	Number of Units Amount (in Lacs)	Number of Units Amount (in Lacs)
NDA CommodityBrokers (P) Ltd.	7,50,000 75.00	7,50,000 75.00
Total	7,50,000 75.00	7,50,000 75.00

NOTE : 11 CURRENT TAX ASSETS (NET)

(Amount in ‘Lacs’)

As at March 31st, 2025	As at March 31st, 2024
rce and advance 29.53	22.13
29.53	22.13

NOTE : 12 DEFERRED TAX ASSETS (NET)

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
Deferred tax assets in relation to:
Opening balance of DTA on PPE	4.68	4.81
Change during the year	(1.20)	(0.14)
Closing Balance of DTA on PPE	3.48	4.68

Opening Balance DTA on Brought	68.47	68.47
forward Loss
Adjustment in Brought Forward and	5.38	-
carried forward Loss
Closing Balance of DTA ON Brought	73.85	68.47
forward Loss

PAGE 98

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 12 DEFERRED TAX ASSETS (NET) (CONT..)

(Amount in ‘Lacs’)

NOTE : 12 DEFERRED TAX ASSETS (NET	)(CONT..)	(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
Opening Balance DTA on Grautity	-	-
Recognised in P&L statement	12.96	-
Closing Balance of DTA on Grautity	12.96	-

A. Total deferred tax assets	90.29	73.15

Deferred tax liabilities in relation to:
Opening Balance DTA on COI	(0.09)	1.08
Unrealised gain due to foreign transac- tions	(0.05)	(1.17)
B. Total deferred tax liabilities	(0.14)	(0.09)

Deferred tax assets (net) (A-B)	90.15	73.06

Note: As per company future plans, management is assured that company will earn sufficient profits and they will be able to set off the carry forward losses in future.

NOTE : 13 OTHER NON-FINANCIAL ASSETS

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
*(Unsecured, considered good)*
Prepaid Expenses	11.65	8.34
Advance Recoverable in cash or in kind	7.82	9.48
Staf Advance	4.91	11.22
Balances with government authorities	0.18	0.66
Total	24.56	29.71

PAGE 99

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 14 Other intangible assets

NOTE : 14 Other intangible assets
		(Amount in ‘Lacs’)
Particular	Software	Total
*Gross Carrying Value*
As at April 1, 2023	21.47	21.47
Additions for theyear	2.13	2.13
Disposals for theyear	-	-
As at March 31, 2024	23.60	23.60

As at April 1, 2024	23.60	23.60
Additions for theyear	4.91	4.91
Disposals for theyear	-	-
As at March 31, 2025	28.51	28.51

Accumulated Amortisation
As at April 1, 2023	17.10	17.10
Amortisation for the year	0.94	0.94
Accumulated amortisation on disposals	-	-
As at March 31, 2024	18.03	18.03

As at April 1, 2024	18.03	18.03
Amortisation for the year	1.64	1.64
Accumulated amortisation on disposals	-	-
As at March 31, 2025	19.68	19.68

Net CarryingValue
As at March 31, 2024	5.56	5.56
As at March 31, 2025	8.83	8.83

(i) Software is capitalized at the amounts paid to acquire the respective license for use and is amortised over the expected useful life of the license.

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PAGE 100
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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 15 Property, plant and equipment

(Amount in ‘Lacs’)

Particular	Computer Computers Servers Furniture & Fixtures Ofce Equipment Car Total
A. Gross CarryingValue

As at April 1, 2023	36.64 12.61 30.44 39.59 21.32 140.60
Additions for theyear	0.87 - - 3.37 - 4.24
Disposals for theyear	31.86 2.22 11.23 16.26 21.32 82.90
As at March 31, 2024	5.65 10.38 19.21 26.71 - 61.95

As at April 1, 2024	5.65 10.38 19.21 26.71 - 61.95
Additions for theperiod	4.10 11.90 - 4.57 - 20.57
Disposals for theperiod	- - - - - -
As at March 31, 2025	9.75 22.28 19.21 31.28 - 82.52

B. Accumulated Depreciation

As at April 1, 2023	31.80 5.44 24.14 24.63 18.38 104.40
Depreciation for theyear	1.48 1.64 1.92 4.71 1.88 11.63
Accumulated depreciation on disposals	30.26 2.11 10.67 15.45 20.26 78.75
As at March 31, 2024	3.01 4.97 15.39 13.90 - 37.28

As at April 1, 2024	3.01 4.97 15.39 13.90 - 37.28
Depreciation for theyear	2.37 3.47 0.87 5.12 - 11.83
Accumulated depreciation on disposals	- - - - - -
As at March 31, 2025	5.38 8.44 16.26 19.02 - 49.11

C. Net CarryingValue

As at March 31, 2024	2.63 5.41 3.82 12.81 - 24.67
As at March 31, 2025	4.37 13.84 2.95 12.26 - 33.42

Notes: (i) All the assets are owned by Company except as mentioned otherwise.

PAGE 101

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 16 Borrowings

NOTE : 16 Borrowings
	(Amount in ‘Lacs’)
Particulars As at March 31st, 2025	As at March 31st, 2024
Bank over Draft* -	133.19
Total -	133.19

*The Company has availed a demand loan from HDFC Bank against the pledge of Fixed Deposit Receipts (FDRs) amounting to ₹ 400 Lacs.The sanctioned loan amount is ₹ 360 Lacs, with the interest rate being the applicable FDR rate plus 2%. The loan is repayable on demand and is secured by a lien over the fixed deposits.

NOTE : 17 Trade payables

(Amount in ‘Lacs’)

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----- Start of picture text -----

Particulars As at March 31st, 2025 As at March 31st, 2024
Total outstanding dues of micro, small - -
and medium enterprises
Total outstanding dues of other than 541.76 878.70
micro, small and medium enterprises
Total 541.76 878.70
Ageing schedule of Trade payables: (Amount in ‘Lacs’)
Outstanding for following periods from due date of payment
Particulars 6Months 1 year 1 to 2 2 to 3 More Total
years years than
3 year
As at March 31, 2025
Undisputed dues - MSME - - - - - -
Undisputed dues - Others 524.74 - 0.04 0.06 3.79 528.63
Disputed dues - MSME - - - - - -
Disputed dues - Others 0.04 - 1.00 - 12.10 13.14
Total 524.77 - 1.04 0.06 15.89 541.76
As at 31-03-2024
Undisputed dues - MSME - - - - - -
Undisputed dues - Others 861.70 - 0.06 0.06 3.78 865.60
Disputed dues - MSME - - - - - -
Disputed dues - Others 1.03 - 0.31 0.04 11.73 13.11
Total 862.73 - 0.37 0.10 15.51 878.71
----- End of picture text -----

Trade Payables include an amount of ₹ 10.54 Lacs received from unknown clients. No further instructions have been received from the stock exchange in respect of these funds. Accordingly, the amount has been retained in the current clients’ account. Trade Payables also include an amount of ₹ 2.56 Lacs payable to old dormant clients, who are untraceable, and hence, the amounts have not been settled, in accordance with the instructions of the Stock Exchange

There were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) during the year.

PAGE 102

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 18 PROVISIONS

NS
	(Amount in ‘Lacs’)
As at March 31st, 2025	As at March 31st, 2024
56.65	55.12
the year 5.13	4.34
e during the year 27.67	27.75
89.45	87.21

NOTE : 19 OTHER NON-FINANCIAL LIABILITIES

N-FINANCIAL LIABILITIES
	(Amount in ‘Lacs’)
As at March 31st, 2025	As at March 31st, 2024
2.25	0.68
les
2.12	3.05
2.83	2.25
-	0.01
6.85	6.26
14.05	12.24

NOTE : 20 EQUITY SHARE CAPITAL

NOTE : 20 EQUITY SHARE CAPITAL
				(Amount in ‘Lacs’)
Particulars	As at March	31st, 2025	As at March	31st, 2024
	Number of	Amount (in	Number of	Amount (in
	Units	Lacs)	Units	Lacs)
(a) Authorised
Equityshares of₹10 each	1,50,00,000	1,500.00	1,50,00,000	1,500.00

(b) Issued, subscribed and fully paid-up
Equityshares of₹10 each	59,48,364	594.84	59,48,364	594.84

Notes: (i) Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period

(Amount in ‘Lacs’)

				(Amount in ‘Lacs’)
Particulars	As at March	31st, 2025	As at March	31st, 2024
	Number of Units	Amount (in	Number of	Amount (in
		Lacs)	Units	Lacs)
At the beginningof theyear	59,48,364	594.84	50,92,200	509.22
Add: Issued duringtheyear	-	-	8,56,164	85.62
At the end of theyear	59,48,364	594.84	59,48,364	594.84

PAGE 103

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

(ii) Rights, preference and restrictions attached to equity shares

The Company has only one class of equity shares having par value of ₹ 10 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. The equity shareholders have all other rights as available to the equity shareholders as per the provisions of Companies Act, 2013 read together with the Memorandum of Association and Articles of Association of the Company as applicable.

(iii) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

(Amount in ‘Lacs’)

				(Amount in ‘Lacs’)
Particulars	As at March	31st, 2025	As at March	31st, 2024
	% of total shares	% of total	% of total	% of total
		shares	shares	shares
Equity shares of₹10 each fully paid
ND Agarwal	22,84,774	38.41%	22,84,774	38.41%
ND Agarwal (HUF)	2,64,700	4.45%	2,64,700	4.45%
Gaurav Jindal	6,10,250	10.26%	6,10,250	10.26%
Hilum CommodityPrivate Limited	5,05,733	8.50%	8,56,164	14.39%
Total	36,65,457	61.62%	40,15,888	67.51%

(v) Details of shares held by promoters

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----- Start of picture text -----

Number Number Number of % of %
Particulars
of of shares shares total change
shares issue * held shares during
transfer the
period
As at March 31, 2025
ND Agarwal - - 22,84,774 38.41% -
ND Agarwal(HUF) - - 2,64,700 4.45% -
Sanjay Agarwal - - 1,80,785 3.04% -
Saroj Agarwal - - 80,010 1.35% -
Deepti agarwal - - 28,451 0.48% -
Reena Gupta - - 510 0.01% -
Neena Diwan - - 10 0.00% -
NDA Research & Technologies - - 50,000 0.84% -
----- End of picture text -----*

PAGE 104

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

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----- Start of picture text -----

Particulars Number Number Number of % of % change
of shares of shares shares total during
transfer * issue * held shares the period
As at March 31, 2024
ND Agarwal - - 22,84,774.00 38.41% -
ND Agarwal(HUF) - - 2,64,700.00 4.45% -
Sanjay Agarwal - - 1,80,785.00 3.04% -
Saroj Agarwal - - 80,010.00 1.35% -
Deepti agarwal - - 28,451.00 0.48% -
Reena Gupta - - 510.00 0.01% -
Neena Diwan - - 10.00 0.00% -
NDA Research & Technologies - - 50,000.00 0.84% -
----- End of picture text -----

Percentage change computed with respect to the number at the beginning of the year or if issued/ transfer during the year for the first time then with respect to the date of issue/ date of transfer.

The Company has not allotted any fully paid up equity shares without payment being received in cash and by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the balance sheet date.

NOTE: 21 OTHER EQUITY

(Amount in ‘Lacs’)

NOTE: 21 OTHER EQUITY		(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
General Reserve
Balance at the beginning	17.24	17.24
(+) Net Proft/(Net Loss) For the current year	-	-
Balance at the end	17.24	17.24
Retained earnings
Balance at the beginning	444.68	374.51
Add: Net Surplus / (Defcit) in Statement ofproft and loss for theyear	159.70	70.17
Balance at the end	604.38	444.68
Share Premium Account
Balance at the beginning	64.38	-
Add: Net Surplus / (Defcit) in Statement ofproft and loss for theyear	-	64.38
Balance at the end	64.38	64.38
Total	686.01	526.30

Retained earnings: Retained earnings are created from the profit / loss of the Company and the net changes in other comprehensive income. The profit / losses other than other comprehensive income can be utilised in accordance with the provisions of the Companies Act, 2013. Other comprehensive income: Items of other comprehensive income consist of fair value changes on FVTOCI financial assets and financial liabilities and re measurement of net defined benefit liability/asset.

PAGE 105

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 22 Revenue from operations

NOTE : 22 Revenue from operations
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Income From Operations Delhi	331.58	334.92
Income From Operations Maharashtra	194.28	165.64
Mutual Fund Commission Income	99.17	72.27
Total	625.04	572.83

NOTE : 23 Other income

NOTE : 23 Other income
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Interest Income
- from Bank on Fixed deposits	47.36	48.72
- from ClearingMember	25.63	24.07
- from Advancesgiven to staf members	5.53	3.49
Proft on sale of Investment Property	57.96	1.36
Sale of Shares	-	3.82
Dividend Income and other income	0.63	0.92
Total	137.11	82.38

NOTE : 24 Changes in inventories

(Amount in ‘Lacs’)

NOTE : 24 Changes in inventories		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Stock at the beginningof theyear	-	0.38
	-	0.38

Stock at the end of theyear	-	-
(Increase) / decrease in fnishedgoods	-	0.38

PAGE 106

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 25 Employee benefits expense

NOTE : 25 Employee benefts expense
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Salary Expenses	136.39	116.23
Bonus Expenses	11.06	9.53
GratuityPaid and Provisions	15.69	8.00
Employer's Contribution to P.F.	16.80	13.89
Staf Welfare Expenses	3.75	4.94
Staf Training& Recruitment Exp	0.15	0.22
Leave Encashment Expenses	4.79	4.29
Incentive Paid to Employees	20.08	22.81
House Rent Allowance	-	1.00
ESI Expenses	1.19	0.15
Transport Allowances	5.42	4.74
Total	215.31	185.80

NOTE : 26 Finance costs

NOTE : 26 Finance costs
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Interest Paid & Finance Charges	18.24	13.46
Total	18.24	13.46

NOTE : 27 Depreciation and amortisation expense

(Amount in ‘Lacs’)

NOTE : 27 Depreciation and amortisation expense		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Depreciation ofproperty,plant and equipment	11.83	11.63
Amortisation of other intangible assets	1.64	0.94
Total	13.47	12.57

NOTE : 28 Other expenses

(Amount in ‘Lacs’)

NOTE : 28 Other expenses		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Audit Fees	3.13	1.04
Advertisement & PublicityExpenses	0.96	1.48
Annual Fees & Registration	14.27	11.09
Bad Debts Written Of	-	9.02
Bandwidth Charges	0.66	0.66
Bank Guarantee Commission Charges	0.02	2.74
Broker Note & StampPaper Charges	21.60	15.51
Commission on Brokerage	102.63	101.94

PAGE 107

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 28 Other expenses (Cont..)

NOTE : 28 Other expenses_(Cont..)_
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Conveyance Exp	1.59	1.66
Demat Charges	0.16	0.20
Director's Remuneration	30.00	31.25
Director SittingFees	1.98	0.72
Donations	0.46	0.36
Electricity& Water	10.39	8.88
FillingFees	0.21	0.20
Festival Celebrations Exp.	5.36	3.83
Insurance Charges	0.01	0.35
Lease Line Charges	6.06	5.46
ListingFees	3.25	3.25
Loss on sale of investment in Shares	-	9.04
Miscellaneous Expenses	1.37	0.63
News Papers & Periodicals	0.11	0.09
Postage & Courier Charges	0.52	0.59
Printing& StationeryCharges	1.41	1.67
Professional & Legal Expenses	20.83	24.94
Short term Lease	26.25	24.67
Repair & Maintenance	11.45	13.02
Software Charges	25.88	23.04
TravelingExpenses	0.07	0.92
Telephone & Internet	3.76	3.43
Transaction Charges	45.80	42.30
Vehicle Running& Maintenance	4.84	4.84
Total	345.02	348.79

NOTE : 28 (a) Payment to auditors

NOTE : 28 (a) Payment to auditors
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Statutoryaudit fee	3.13	1.04
Total	3.13	1.04

PAGE 108

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 28 (b) Disclosures for Leases as per Ind AS -116 on Leases

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Short Term Leases	26.25	24.67
Total	26.25	24.67

The Company has entered into lease arrangements for office premises that qualify as short-term leases (lease terms not exceeding 12 months). As permitted under Ind AS 116, the Company has opted not to recognize right-of-use assets and lease liabilities for these leases. Lease payments made under such arrangements have been recognized as an expense in the Statement of Profit and Loss on a straight-line basis over the lease term.

Location & Remarks	Lease Term	Monthly Rent (₹)	Total Lease Rent (Lacs)
Registered Ofce (New lease startingMay2024)	01 May 2024 – 31 Mar 2025	75,000	8.25
Kalkaji Branch (New lease startingMay2024)	01 May 2024 – 31 Mar 2025	75,000	8.25
Rohini Ofce (New lease start- ingApr 2024)	01 Apr 2024 – 31 Mar 2025	30,000	3.60
Kalkaji Branch (Expired lease for 1 month, April 2024)	Ended 30 Apr 2024	75,000	0.75
Registered Ofce (Expired lease for 1 month, April 2024)	Ended 30 Apr 2024	75,000	0.75
Mumbai Branch (Termination	01 Oct 2023 – 30 Sep	39,650 (From April 2024 to	4.65
clause included in the agree-	2026 (with termination	September 2024); 41,632
ment)	clause)	(October 2024 onwards)
Total			26.25

*Amounts calculated on undiscounted basis (Monthly Rent × Lease Term in months) Total lease payments recognized as an expense for short-term leases during the year ended 31 March 2025: ₹ 26.25 Lacs (Previous Year: ₹ 24.67 Lacs)

NOTE : 29 Tax expense

NOTE : 29 Tax expense
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Tax expense recognised in statement of proft and
loss :
Current tax	27.67	27.75
Current tax (Prioryear adjustment)	-	0.48
Deferred tax expense	(17.14)	0.14
Total	10.53	28.37

PAGE 109

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 30 Other comprehensive income (‘OCI’)

(Amount in ‘Lacs’)

NOTE : 30 Other comprehensive income (‘OCI’)		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Items that will not be reclassified toprofit or loss
Gain/(loss) on FVTOCI financial assets	0.18	5.83
Income tax relating to item that will not be	(0.05)	(1.17)
reclassified toprofit or loss
Remeasurement of defined employee benefitplan	-	(0.33)
Total	0.13	4.33

NOTE : 31 Earnings per share

(Amount in ‘Lacs’)

NOTE : 31 Earnings per share		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Earnings: Net proft after tax attributable to equity	159.58	65.84
shareholders

Shares: Weighted average number of shares	594.84	594.84
outstandingduringtheperiod for calculation of EPS

Earningsper share
- Basic	2.68	1.11
- Diluted	2.68	1.11

NOTE : 32 Ratios

The following are analytical ratios

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----- Start of picture text -----

Numerator Denominator March March %
Particulars
31, 2025 31, 2024 Variance
Current ratio Current assets Current liabilities 2.53 2.49 1.65%
Debt-equity ratio Total debt Shareholder's equity 0.00 0.12 -100.00%
Debt service coverage Earnings available Debt service = Interest N/A N/A N/A
ratio for debt service = & lease payments +
Net Profit after taxes principal repayments
+ depreciation &
amortization + interest
Return on equity ratio Net Profits after taxes Average shareholders 0.12 0.06 112.15%
equity
Inventory turnover Revenue from Average inventory N/A N/A N/A
ratio operations
Trade receivables Revenue from Average trade 0.60 0.82 -27.36%
turnover ratio operations receivables
----- End of picture text -----

PAGE 110

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 32 Ratios

The following are analytical ratios

==> picture [503 x 171] intentionally omitted <==

----- Start of picture text -----

Numerator Denominator March March %
Particulars
31, 2025 31, 2024 Variance
Trade payables turnover Revenue from Average trade 0.22 0.33 -32.50%
ratio operations payables
Net capital turnover Revenue from Working capital 3.96 3.88 2.03%
ratio operations
Net profit ratio Net Profits after taxes Revenue from 0.26 0.11 122.13%
operations
Return on capital Earning before interest Capital employed = 0.13 0.08 58.05%
employed and taxes Tangible net worth +
total debt + deferred
tax liability
----- End of picture text -----

Notes for variation in ratios by more than 25%

a. The variance in the current ratio is due to higher amount of current liabilities during the current year.
b. During the year, the company fully repaid the loan, resulting in a closing balance of zero. This led to a 100% decrease compared to the previous year
c. Debt service coverage ratio is not applicable due to zero debt
d. The variance in the Return on Equity ratio is primarily due to an increase in revenue as compared to expenses during the current year, resulting in higher net profit earned by the Company
e. The Inventory Turnover Ratio is not applicable as the Company has not held any inventory during the current or previous financial year
f. The variance in the trade receivables turnover ratio is due to higher amount of sales achieved by the Company, collections of which are due in the next year.
g. The variance in the trade payables turnover ratio is due to higher amount of operations cost incurred by the Company during the current year.
h. The variance in the Net profit ratio is primarily due to gain on sale of investment property during the year.
i. The variance in the return on capital employed is due to primarily due to a significant increase in operating profits and gain on sale of investment property during the year.

==> picture [144 x 158] intentionally omitted <==

PAGE 111

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 33 RELATED PARTY DISCLOSURE

Related parties have been identified on the basis of requirement of Ind AS 24 ‘Related Party Disclosures’. The disclosures of transactions with the related parties as defined in the Indian accounting standard are given below:

A) Name of the related parties and relationship

i) Subsidiaries
Name of the related party	Details		% of shareholding and voting power
NDA CommodityBrokers Private Limited	WhollyOwned Subsidiary		100%

ii) KeyManagement Personnel (KMP) and relatives of KMP
Mr. SanjayAgarwal	ManagingDirector
Mrs. Deepti Agarwal	Director
Mr. AkshaySaxena	Independent Director
Ms. Naina Singh	Independent Director
Mr. Arun Kumar Mistry	Chief Financial Ofcer
Ms. Shalini Chauhan	CompanySecretary

iii) Relatives of KMPs / Directors :

Mr. N. D. Agarwal (Relative Of Director)

With whom the Company had transactions during the current year or previous year

B) Transactions with the above related parties

(Amount in ‘Lacs’)

B) Transactions with the above related parties		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
*Expenses:*
ConsultancyExpenses
Ashutosh Gupta	-	8.29
*Rent Paid*
Seema Gupta		3.60
N.D.Aggarwal	18.00	17.00
*Managerial Remuneration*
SanjayAgarwal	30.00	30.00
Deepti Agarwal	-	1.25
EPF Contribution : Deepti Agarwal	-	0.15
EPF Contribution : SanjayAgarwal	3.60	3.60
*Salary & Perquisites*
Arun Kumar Mistry	13.18	8.30
EPF Contribution	0.92	0.68

PAGE 112

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Shalini Chauhan	6.56	4.76
EPF Contribution	0.75	0.49
Ms. Isha Malik	-	1.12
*Staff Advance*
Arun Kumar MistryAdvance Given	10.92	0.50
Arun Kumar MistryAdvance Recovered	19.05	2.00
Arun Kumar MistryAdvance Interest Earned	1.13	0.80
*Director Sitting Fees paid*
Naina Singh	0.99	-
AkshaySaxena	0.99	-
U.S.Gupta	-	0.35
Ram Kishan Sanghi	-	0.35
Pooja Agarwal	-	0.03
*Loan Given*
NDA CommodityBrokers Private Limited	51.00	98.00
*Loan Return*
NDA CommodityBrokers Private Limited	101.00	48.00
*Interest Due and Received*
NDA CommodityBrokers Private Limited	3.92	2.31
*Sale of Property Plant and Equipments*
SanjayAgarwal	-	5.50

*Income:*
*Brokerage Receipts*
N. D. Agarwal	0.07	0.08
Deepti Agarwal	0.00	0.00
SanjayAgarwal	0.16	0.47
Ram Kishan Sanghi	-	0.02
U. S Gupta	-	0.00
Seema Gupta	-	0.01

c) Outstanding balances as at balance sheet date
*Staf Advances*
Arun Kumar Mistry	-	7.00
*Loans Balance Receivable*
NDA CommodityBrokers Private Limited	-	50.00

PAGE 113

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

Terms and conditions of transactions with related parties

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the end of the period are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables.

34. Disclosure relating to employee benefits pursuant to Ind AS 19 - Employee Benefits

a) Defined contribution plans

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.

b) Defined benefit plans

1. Gratuity

The Company’s Gratuity plan: Changes in the Defined benefits obligation are as given below:

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Defned benefit obligation at the beginning	55.12	50.60
Current service cost	4.11	3.71
Interest cost	3.97	4.28
Remeasurements- Net actuarial loss / (gain)	7.61	0.33
Beneftspaid	14.16	3.81
Defned benefit obligation at the end	56.65	55.12

The Company’s Gratuity plan: Bifurcation of Actuarial Gain/Loss on Obligation:

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Actuarial (Gain)/Loss on arising from Change in	-	-
Demographic Assumption
Actuarial (Gain)/Loss on arising from Change in	1.01	0.47
Financial Assumption
Actuarial (Gain)/Loss on arising from Experience	6.59	(0.13)
Adjustment

PAGE 114

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

Disclosure in the Balance sheet;

(Amount in ‘Lacs’)

Disclosure in the Balance sheet;		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Liability
Currentportion	56.65	55.12
Total	56.65	55.12

Actuarial Valuation assumptions

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----- Start of picture text -----

Particular As at March 31st, 2025 As at March 31st, 2024
Financial assumptions
Discounting rate 6.93% 7.21%
Salary escalation rate 5.50% 5.50%
Demographic assumptions
Retirement age 58 years 58 years
Mortality table (Indian Assured Lives Mortality) 100% of IALM (2012 - 14) 100% of IALM (2012 - 14)
Mortality rate during employment
Rate of employee turnover/attrition :-
18 to 30 years 3.00% 3.00%
31 to 44 years 2.00% 2.00%
Above 44 years 1.00% 1.00%
----- End of picture text -----

Summary of the membership information

Particular	As at March 31st, 2025	As at March 31st, 2024
Number of employees	26.00	29.00
Total MonthlySalary(Lacs)	8.74	9.19
Average Past Service (Years)	10.91	11.32
Average Age (Years)	41.61	43.73
Average remainingworkinglife (Years)	16.39	14.27
weighted average duration	13.13	11.93

Sensitivity analysis

The sensitivity of the overall plan obligations to changes in the weighted key assumptions are:

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
*a) Impact of the change in discount rate*
Impact due to increase of 0.50%	(1.82)	(1.77)
Impact due to decrease of 0.50 %	1.94	1.89

PAGE 115

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

THE SENSITIVITY OF THE OVERALL PLAN OBLIGATIONS TO CHANGES IN THE WEIGHTED KEY ASSUMPTIONS ARE:

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
b) Impact of the change in salary increase
Impact due to increase of 0.50%	1.96	1.91
Impact due to decrease of 0.50 %	(1.85)	(1.81)

EXPECTED CASHFLOWS FOR THE NEXT YEARS

(Amount in ‘Lacs’)

EXPECTED CASHFLOWS FOR THE NEXT YEARS		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
0 to 1 Year	11.59	8.53
1 to 2 Year	0.73	3.89
2 to 3 Year	4.12	0.75
3 to 4 Year	4.00	3.29
4 to 5 Year	15.00	7.67
5 to 6 Year	0.35	12.09
6 Year onwards	20.86	18.90

35. Subsequent events

There were no significant events after the end of the reporting period which require any adjustment or disclosure in the financial statements

36. Fair value measurement

I. Accounting classification and fair values

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy:

March 31, 2025

(Amount in ‘Lacs’)

Particulars	CarryingAmount
	FVTPL FVOCI Amortised cost Total
Financial assets
Cash and cash equivalents	- - 35.36 35.36
Other Bank Balances	- - 698.75 698.75
Trade receivables	- - 218.34 218.34
Loans	- - - -
Investments	- 2.65 - 2.65
Other fnancial assets	- - 709.53 709.53
Total Financial assets	- 2.65 1,661.98 1,664.63

PAGE 116

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy: March 31, 2025

(Amount in ‘Lacs’)

Particulars	CarryingAmount
	FVTPL FVOCI Amortised cost Total
*Financial liabilities*
Borrowings	- - - -
*Trade payables*	-
-Total outstanding dues of small	- - - -
enterprises and micro enterprises
-Total outstanding dues of creditors	- - 541.76 541.8
other than small enterprises and micro
enterprises
Total Financial liabilities	- - 541.76 541.76

March 31, 2024

(Amount in ‘Lacs’)

Particulars		CarryingAmount
	FVTPL	FVOCI Amortised cost	Total
*Financial assets*
Cash and cash equivalents	-	- 19.32	19.32
Other Bank Balances	-	- 723.75	723.75
Trade receivables	-	- 305.62	305.62
Loans	-	- 50.00	50.00
Investments	-	2.14 -	2.14
Other fnancial assets	-	- 884.48	884.48
Total Financial assets	-	2.14 1,983.16	1,985.31

March 31, 2024

(Amount in ‘Lacs’)

Particulars		CarryingAmount	CarryingAmount
	FVTPL	FVOCI	Amortised cost	Total
*Financial liabilities*
Borrowings	-	-	-	133.2
*Trade payables*
-Total outstanding dues of small	-	-	-	-
enterprises and micro enterprises
-Total outstanding dues of creditors	-	-	878.70	878.7
other than small enterprises and micro
enterprises
Total Financial liabilities	-	-	878.70	1,011.89

PAGE 117

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

II. Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include :

Quoted equity investments - Quoted closing price on stock exchange
Mutual fund - net asset value of the scheme
Alternative investment funds - net asset value of the scheme
Unquoted equity investments - price multiples of comparable companies.
Private equity investment fund - Net Asset Value of the audited financials of the funds.
Real estate fund - Net Asset Value, based on the independent valuation report or financial statements of the company

III. Financial instruments not measured at fair value

Financial assets not measured at fair value includes cash and cash equivalents, trade receivables, loans and other financial assets. These are financial assets whose carrying amounts approximate fair value, due to their short-term nature.

Additionally, financial liabilities such as trade payables and other financial liabilities are not measured at FVTPL, whose carrying amounts approximate fair value, because of their short-term nature.

NOTE: 37 MATURITY ANALYSIS OF ASSETS AND LIABILITIES:

	(Amount in ‘Lacs’)
Particulars	March 31, 2025
	Within 12 months After 12 months Total
ASSETS
Financial assets
Cash and cash equivalents	35.36 - 35.36
Other Bank Balances	698.75 - 698.75
Trade receivables	205.30 13.04 218.34
Loans	- - -
Investments	2.65 - 2.65
Other fnancial assets	626.28 83.25 709.53
	1,568.34 96.29 1,664.63

Non-Financial assets
Investment Properties	- - -
Investment in subsidiaries	- 75.00 75.00
Current tax assets (net)	29.53 - 29.53
Deferred tax assets (net)	- 90.15 90.15
Other Non-Financial assets	- 24.56 24.56
Other intangible assets	- 8.83 8.83
Property,plant and equipment	- 33.42 33.42
	29.53 231.95 261.48
Total Assets	1,597.86 328.24 1,926.11

PAGE 118

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

(Amount in ‘Lacs’)

Particulars	March 31, 2025
	Within 12 months After 12 months Total
*LIABILITIES*
*Financial liabilities*
Borrowings	- - -
*Trade payables*	-
Total outstanding dues of small enterprises and micro enterprises	- - -
Total outstanding dues of creditors other than small enterprises and micro enterprises	524.77 16.99 541.76
	524.77 16.99 541.76
*Non-Financial liabilities*
Provisions	44.40 45.06 89.45
Other Non-Financial liabilities	14.05 - 14.05
	58.44 79.03 103.50
Total Liabilities	583.22 96.02 645.26

(Amount in ‘Lacs’)

Particulars		March 31, 2024
	Within 12 months	After 12 months	Total
*ASSETS*
*Financial assets*
Cash and cash equivalents	19.32	-	19.32
Other Bank Balances	723.75	-	723.75
Trade receivables	293.55	12.07	305.62
Loans	50.00	-	50.00
Investments	2.14	-	2.14
Other fnancial assets	626.28	258.19	884.48
	1,715.04	270.27	1,985.31
*Non-Financial assets*
Investment Properties	17.04	-	17.04
Investment in subsidiaries	-	75.00	75.00
Current tax assets (net)	22.13	-	22.13
Deferred tax assets (net)	-	73.06	73.06
Other Non-Financial assets	-	29.71	29.71
Other intangible assets	-	5.56	5.56
Property,plant and equipment	-	24.67	24.67
	39.17	208.00	247.17
Total Assets	1,754.21	478.27	2,232.48

PAGE 119

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

(Amount in ‘Lacs’)

Particulars		March 31, 2024
	Within 12 months	After 12 months Total
*LIABILITIES*
*Financial liabilities*
Borrowings	133.19	- 133.19
*Trade payables*		-
Total outstanding dues of small	-	- -
enterprises and micro enterprises
Total outstanding dues of creditors	862.73	15.97 878.70
other than small enterprises and micro
enterprises
	995.92	15.97 1,011.89
*Non-Financial liabilities*
Provisions	40.62	46.59 87.21
Other Non-Financial liabilities	12.24	- 12.24
	52.86	46.59 99.45
Total Liabilities	1,048.78	62.56 1,111.34

35. Capital management

For the purpose of the Company’s capital management, capital includes issued equity share capital, security premium and all other equity reserves attributable to the equity holders of the Company. The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizing the return to stakeholders through optimization of debt and equity balance. Further its objective is to maintain an adequate capital base so as to maintain creditor and market confidence and to sustain future development.

36. Contingent liabilities and commitments

A) Contingent liabilities

There are no contingent liabilities as on March 31, 2025.

Capital work in progress includes following pre-operative expenses pending allocations: There are no Capital Work in Progress as on March 31, 2025.
Events occurring after the Balance sheet date No adjusting or significant non-adjusting events have occurred between the reporting date and date of authorization of these financial statements.

39. Details of Crypto currency or Virtual currency

The Company has not traded or invested in Crypto currency or virtual currency during the reporting period.
Relationship with struck off companies
The Company does not have any transaction with companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 and hence no disclosure is required.

PAGE 120

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

Benami property transactions

The Company does not hold any benami property and no proceedings have been initiated or pending against the Company under Benami Transactions Prohibition Act 1988 (45 of 1988) and the rules made thereunder.

42. Corporate Social Responsibility

The Company is not covered under section 135 of Companies Act 2013.

43. Compliance with number of layers of companies

The Company has one subsidiary company, namely NDA Commodity Brokers Private Limited. The Company is in compliance with the provisions regarding the number of layers as prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on Number of Layers) Rules, 2017.

Wilful defaulter As on March 31, 2025 the Company has not been declared wilful defaulter by any bank/financial institution or other lender.

45. Undisclosed Income

The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 ( such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

46. Loans and advances and end use of funds

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understand that Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding party) with the understanding (whether recorded in writing or otherwise) that the company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries) or

b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Information pursuant to the provisions of Section 22 of Micro, Small and Medium Enterprises Development Act, 2006 During the year company has not paid any interest in terms of the section 18 of the above mentioned act. No principal amount or interest amount are due at the end of this accounting year which is payable to any Micro, Small or Medium enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.
The Company has prepared these financial statements as per the format prescribed by RevisedAmended Schedule III to the Companies Act, 2013 (‘the schedule’) issued by Ministry of Corporate Affairs. Previous year figures have been recast /restated, regrouped, rearranged, reclassified to conform to the classification of the current year.
Shares pledge by Clients as margin in Futures & option and Capital market have been repledge with our clearing member M/s Globe Capital Market Ltd. and also Lying with the our different beneficiary account in Depository have not been taken in our books of accounts, as the beneficial ownership belongs to the clients only and also Tds on Dividend Received on these share does not belongs to dividend income of the company as beneficial owner of these share are clients of the company hence such dividend income has been credited to respective clients.

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ANNUAL REPORT FY24-25

PAGE 122

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Standalone Financial Statements

for the year ended 31 March 2025 (Contd.)

The accounts of certain Sundry Debtors and Creditors, Advances Received from customers and Advance paid to suppliers are subject to confirmation / reconciliation and adjustment, if any. The Management does not expect any material difference affecting the current year’s financial statements. In the opinion of the management, the current assets, loans and advances are expected to realize at least the amount at which they are stated, if realized in the ordinary course of business and provision for all known liabilities have been adequately made in the books of accounts.
The Entire operation of the company relates to only one reportable segment therefore segment reporting by Ind As 108 is not required
The Current Period refers to the period April 01, 2024 to March 31, 2025. (Previous year refers to April 01, 2023 to March 31, 2024). The figures appearing in the financial statements have been rounded off to nearest lacs as per amendment made in Such-III of Company Act and are in agreement with the books of accounts or group of account.
Previous year figures have been regrouped or reclassified, wherever to conform to the current year’s presentation.

The accompanying notes are an integral part of the financial statements. Material Accounting Policies 1 to 2 Notes to Financial Statements 3 to 53

FOR JM AND ASSOCIATES Chartered Accountants Firm Registration No.: 011270N

Joginder Kumar Mittal (Partner) Membership No. : 088327 UDIN: 25088327BM1GNF8323

For and on behalf of the Board of Directors of NDA SECURITIES LIMITED CIN: L74899DL1992PLC050366

Sanjay Agarwal Deepti Agarwal Managing Director Director DIN : 00010639 DIN: 00049250 Arun Kumar Mistry Shalini Chauhan Chief Financial Officer Company Secretary PAN: AHKPM9725H PAN: CLEPC6328Q

Place: New Delhi Date : 15-May-2025

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PAGE 123

NDA SECURITIES

ANNUAL REPORT FY24-25

FY25 Results Reflect Profitability and Capital Strength

NDA Securities Limited reported a total income of ₹ 763.15 Lacs in FY 2024–25, reflecting healthy growth driven by both operating and non-operating sources. Revenue from operations accounted for ₹ 625.04 Lacs, supported by other income of ₹ 138.11 Lacs, showing strong diversification in earnings. The company recorded a net profit of ₹ 155.38 Lacs, translating to a significantly improved net profit margin of 25%, up from 11% last year. This profit growth was a result of controlled expenses, which stood at ₹ 597.24 Lacs, and steady top-line performance despite market volatility.

The year saw marked improvement in core financial ratios, underscoring NDA’s disciplined operational execution. The return on equity (ROE) climbed to 13% from 6%, while the return on capital employed (ROCE) rose to 13%, highlighting stronger profitability from shareholder and total capital respectively. The company maintained a healthy current ratio of 2.28, reflecting strong liquidity, and significantly reduced its debt, bringing the debt-equity ratio down to just 0.04, indicating near-zero dependence on borrowings. Efficient asset utilization is further supported by a net capital turnover ratio of 4.71, reflecting improved revenue generation from working capital.

NDA’s Strong Financial Growth in FY25

Shareholder Value Rises with Solid Performance

With an earnings per share (EPS) of ₹2.61, up from ₹1.11 in FY 2024, NDA delivered over 135% EPS growth, enhancing investor value and market credibility. This performance stems from strategic cost management, capital optimization, and a focused approach to expanding revenue streams. NDA's enhanced return metrics and low debt profile reflect a robust financial foundation. The company remains well-positioned to capture future growth opportunities through technology-led innovation, improved service delivery, and continued fiscal discipline, ensuring long-term value creation for all stakeholders.

₹ 155.38

Revenue up, profits stronger — NDA delivers ₹ 155.38 Lacs net profit in FY25

13%

₹ 2.61

Return ratios surge Debt slashed, EPS — ROE hits 13%, jumps — NDA’s backed by robust earnings per share margin expansion soars 135% to ₹ 2.61

25%

Operational efficiency shines — Net profit margin doubles to an impressive 25%

PAGE 124

NDA

SECURITIES

ANNUAL REPORT FY24-25

CONSOLIDATED AUDITOR’S REPORT

PAGE 125

NDA SECURITIES

ANNUAL REPORT FY24-25

Independent Auditor’s Report

TO

THE MEMBERS OF

NDA SECURITIES LIMITED

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

OPINION

We have audited the accompanying Ind AS Financial Statements of M/s. NDA SECURITIES LIMITED and its subsidiary M/s. NDA COMMODITY BROKERS PRIVATE LIMITED (The Company), which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

==> picture [495 x 250] intentionally omitted <==

BASIS FOR OPINION

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Consolidated financial statements.

PAGE 126

NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have not found any higher risk at audit planning stage, challenges in forming an opinion on financial statements, related party transaction and other complex transactions.

Key Audit Matters

1. Revenue recognition:

a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period or
using a percentage of completion method when the pattern of benefits from the services rendered to the customer and the Company’s costs to fulfil the contract is not even through the period of contract because the services are generally discrete in nature and repetitive. The use of method to recognize the maintenance revenues requires judgment and is based on the promises in the contract and nature of the deliverables. As certain contracts with customers involve management’s judgment in: -
identifying distinct performance obligations,
determining whether the Company is acting as a principal or an agent and

Our Audit Procedures with regards to key audit matters

Our audit procedures related to the

Identification of distinct performance obligations, 2. Determination of whether the Company is acting as a principal or agent and
Whether fixed price maintenance revenue is recognized on a straight-line basis or using the percentage of completion method included the following, among others:

We tested the effectiveness of controls relating to

the

a. identification of distinct performance obligations, b. determination of whether the Company is acting as a principal or an agent and
c. determination of whether fixed price maintenance revenue for certain contracts is recognized on a straight-line basis or using the percentage of completion method.

We selected a sample of contracts of customers and performed the following procedures: –

Obtained and read contract documents for each selection, including master service agreements, and other documents that were part of the agreement. – Identified significant terms and deliverables in the contract to assess management’s conclusions regarding the
i. identification of distinct performance obligations ii. whether the Company is acting as a principal or an agent and
iii. whether fixed price maintenance revenue is recognized on a straight-line basis or using the percentage of completion method.
whether fixed price maintenance revenue is recognized on a straight-line basis or using the percentage of completion method, revenue recognition from these judgments were identified as a key audit matter and required a higher extent of audit effort.

PAGE 127

NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

Key Audit Matters

2. Assessment of Trade Receivables:

The company has trade receivables amounting to Rs. 218. 34 Lacs at the Balance Sheet Date March 31, 2025. Trade receivables is a significant item in the Company’s financial statements as at March 31, 2025 and assumptions used for estimating the credit loss on certain receivables is an area which is determined by management’s judgment. The Company makes an assessment of the estimated credit losses on certain trade receivables based on credit risk, past history, latest discussion/ correspondence with the customer. Given the significance of these receivables in the financial statements as at 31st March, 2024 (Previous Year).

3. Identification and disclosures of Related Parties

Our Audit Procedures with regards to key audit matters

Our audit procedures related to the:

We have performed the following procedures in relation to the recoverability of trade receivables:

Tested the accuracy of aging of trade receivables at year end on a sample basis;
Obtained a list of outstanding receivables and assessed the recoverability of the unsettled receivables on a sample basis through our evaluation of management’s assessment with reference to the credit profile of the customers, historical payment pattern of customers, publicly available information and latest correspondence with customers
Tested subsequent settlement of trade receivables after the balance sheet date on sample basis.

Our audit procedures related to the:

Our audit procedures amongst others included the following:

Evaluated the design and tested the operating effectiveness of controls over identification and disclosure of related party transactions.
Obtained a list of related parties from the Company’s management and traced the related parties to declarations given by directors, where applicable, and to Note 31 of the Consolidated Ind AS financial statements.

Information other than the Consolidated Financial Statements and Auditors’ Report Thereon

Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. Consolidated financial statement are prepared on the basis of Certified financial statements of its subsidiary M/s. NDA COMMODITY BROKERS PRIVATE LIMITED as on 31st March 2025.

Management’s responsibility for the IND AS Consolidated Financial Statements

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(Contd.) Independent Auditor’s Report

The board of directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We are also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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NDA SECURITIES

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(Contd.) Independent Auditor’s Report

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this report are in agreement with the books of account.
d. In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the board of directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act;
f. There is no matter or transaction that in our opinion may have any adverse effect on the functioning of the Company.
g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference to financial statements.
h. With respect to the other matters to be included in the auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

i. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us.
a. The Company does not have any pending litigations which would impact on its financial position.
b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company
d. a) The management has represented, that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other source or kind of funds ) by the company to or in any other persons or entities, including foreign entities with the understanding, whether recorded in writing or otherwise that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
- b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the company from any other persons or entities, including foreign entities (Funding Parties) with the understanding, whether recorded in writing or otherwise that the company shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries and

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(Contd.) Independent Auditor’s Report

c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (iv) (a) and (b) contain any material misstatement.

d) In our opinion, proper books of account as required by law maintained by the Group, its associates and joint ventures including relevant records relating to preparation of the aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors, except in relation to compliance with the requirements of audit trail.

e) The company did not declare or paid any dividend during the year.

For JM & ASSOCIATES Chartered Accountants

CA Joginder Kumar Mittal Partner

Membership No. 088327 Firm Registration No. 011270N UDIN: 25088327BMIGN5307 Place: New Delhi Date: May 15, 2025

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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

Annexure A to the Independent Auditor’s Report

(Referred to in paragraph 1 under ‘Report on other legal and regulatory requirements’ section of our report to the members of M/s NDA Securities Limited of even date)

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(Contd.) Independent Auditor’s Report

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(vii) In respect of statutory dues:
(a) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, amounts deducted/ accrued in the books
of account in respect of undisputed statutory dues including provident fund, employees’
state insurance, income-tax, sales- tax, service tax, goods and service tax, duty of
customs, duty of excise, value added tax, cess and other material statutory dues have
been generally regularly deposited during the year by the company with the appropriate
authorities.
(b) According to the information and explanations given to us, no undisputed amounts
payable in respect of provident fund, employees’ state insurance, income-tax, sales- tax,
service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess
and other material statutory dues were in arrears as at March 31, 2025 for a period of
more than six months from the date they became Due.
(c) According to the information and explanations given to us and the records of the
company examined by us, there are no dues of income-tax, sales- tax, service tax, goods
and service tax, duty of customs, duty of excise and value added tax which have not been
deposited on account of any dispute.
(viii) In our opinion and according to the information and explanations given to us and on the basis of
our examination of the records of the Company, we confirm that we have not come across any
transactions not recorded in the books of account which have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961
(ix) In our opinion and according to the information and explanations given to us and on the basis
of our examination, the Company has not defaulted in repayment of loans or other borrowings
to financial institutions, banks, government and dues to debenture holders or in the payment of
interest thereon to any lender.
In our opinion and according to the information and explanations given to us, the Company has not
taken any loan during the year hence utilization of money obtained by way of term loans during the
year for the purposes for which they were obtained is not applicable
According to the information and explanations given to us, and the procedures performed by us,
and on an overall examination of the financial statements of the Company, we report that no funds
raised on short term basis have been used for long-term purposes by the Company
According to the information and explanations given to us and procedures performed by us, we
report that the Company has not raised loans during the year on the pledge of securities held in its
subsidiaries, joint ventures or associate companies.
(x) The Company did not raise money by way of initial public offer or further public offer (including debt
instruments) during the year.
The Company has not made any preferential allotment / private placement of shares / fully / partly /
optionally convertible debentures during the year.
(xi) In our opinion and according to the information and explanations given to us, there has been no
fraud by the Company or any fraud on the Company that has been noticed or reported during the
year.
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NDA SECURITIES

ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

Annexure A to the Independent Auditor’s Report

(Referred to in paragraph 1 under ‘Report on other legal and regulatory requirements’ section of our report to the members of M/s NDA Securities Limited of even date)

(xi) In our opinion and according to the information and explanations given to us, no report under subsection (12) of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government and up to the date of this report

As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and accordingly, paragraph 3 (xii) of the order is not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with section 177 and 188 of the Act. Where applicable, the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiii)	the Company. According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with section 177 and 188 of the Act. Where applicable, the details of such transactions have been disclosed in the fnancial statements as required bythe applicable accountingstandards.
(xiv)	In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business
(xv)	According to the information and explanations given to us, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company. and hence provisions of section 192 of the Act, 2013 are not applicable to the Company.
(xvi)	According to the information and explanations given to us and based on our examination of the records of the company, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
(xvii)	The Company has not incurred cash losses in the fnancial year and in the immediately preceding fnancialyear.
(xviii)	There has been no resignation of the Statutory Auditors during the year and accordingly requirement to report on clause 3(xviii) of the order is not applicable.
(xix)	According to the information and explanations given to us and on the basis of the fnancial ratios, ageing and expected dates of realization of fnancial assets and payment of financial liabilities, other information accompanying the fnancial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, willget discharged bythe Companyas and when theyfall due.
(xx)	According to the information and explanations given to us and the records of the Company examined by us, there is no unspent amount under sub-section (5) of section 135 of Companies Act, pursuant to any project. Therefore, the provisions of clause (xx)(a) and (xx)(b) of Para 3 of the Companies (Auditor’s Report) Order, 2020 are not applicable to the Company
(xxi)	According to the information and explanations given to us and based on the CARO reports of the respective companies included in the consolidated fnancial statements, there have been no qualifcations or adverse remarks bythe respective auditors in their CARO reports.

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ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT

Report on the Internal Financial Controls under Clause ( i ) of Sub-section 3 of Section 143 of the Companies Act,2013( the Act )

We have audited the internal financial controls over financial reporting of NDA SECURITIES LIMITED (the Company) as of March 31, 2025 in conjunction with our audited of the Consolidated financial statements of the Company for the year ended on that date.

Management`s Responsibility for Internal Financial Controls

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over the financial reporting based on our audit.

Meaning of Internal Financial Controls over Financial Reporting

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorities of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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ANNUAL REPORT FY24-25

(Contd.) Independent Auditor’s Report

Inherent Limitations of Internal Financial Controls over Financial Reporting

Opinion

For JM & ASSOCIATES Chartered Accountants Firm Registration No. 011270N

CA Joginder Kumar Mittal Partner Membership No. 088327 UDIN: 25088327BMIGN5307 Place: New Delhi Date: May 15, 2025

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ANNUAL REPORT FY24-25

CONSOLIDATED FINANCIAL STATEMENTS 2025

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ANNUAL REPORT FY24-25

NDA SECURITIES LIMITED

Consolidated Balance Sheet as at March 31, 2025

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(Amount in ‘Lacs’)
Particulars Notes As at March As at March 31st,
31st, 2025 2024
A. ASSETS
Financial assets
(a) Cash and cash equivalents 3 36.22 21.61
(b) Other Bank Balances 4 714.22 738.75
(c) Trade receivables 5 218.34 305.62
(d) Investments 6 2.65 2.14
(e) Other financial assets 7 732.15 907.23
1,703.58 1,975.35
Non - Current Liabilities
(a) Investment Properties 8 50.00 67.04
(b) Current tax assets (net) 9 29.62 22.21
(c) Deferred tax assets (net) 10 90.15 73.06
(d) Other Non-Financial assets 11 24.56 29.71
(e) Other intangible assets 12 8.83 5.56
(f) Property, plant and equipment 13 33.42 24.67
236.57 222.24
Total Assets 1,940.15 2,197.60
B. EQUITY AND LIABILITIES
Financial liabilities
(a) Borrowings 14 53.06 133.19
(b) Trade payables 15
- Total outstanding dues of small enterprises and micro enterprises - -
- Total outstanding dues of creditors other than small enterprises and 541.76 878.70
micro enterprises
594.82 1,011.89
Non-Financial liabilities
(a) Provisions 16 89.55 87.21
(b) Other Non-Financial liabilities 17 14.35 12.58
103.90 99.79
Equity
(a) Equity share capital 18 594.84 594.84
(b) Other equity 19 646.60 491.08
1,241.43 1,085.92
Total Equity and Liabilities 1,940.15 2,197.60
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The accompanying notes are an integral part of the financial statements For and on behalf of the Board of Directors of Material Accounting Policies 1 to 2 NDA SECURITIES LIMITED Notes to Financial Statements 3 to 51 CIN: L74899DL1992PLC050366 FOR JM AND ASSOCIATES Sanjay Agarwal Deepti Agarwal Chartered Accountants Managing Director Director Firm Registration No.: 011270N DIN : 00010639 DIN: 00049250 Joginder Kumar Mittal (Partner) Arun Kumar Mistry Shalini Chauhan Membership No. : 088327 Chief Financial Officer Company Secretary UDIN: 25088327BMIGN5307 PAN: AHKPM9725H PAN: CLEPC6328Q Place: New Delhi Date : 15-May-2025

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ANNUAL REPORT FY24-25

NDA SECURITIES LIMITED

Consolidated Statement of Profit & Loss for the period ended March 31,2025

			(Amount in ‘Lacs’)
Particulars	Notes	As at March 31st, 2025	As at March 31st, 2024
INCOME
I. Revenue from operations	20	625.04	572.83
II. Other income	21	138.12	83.89
III. Total Income (I+II)		763.15	656.73

IV. EXPENSES
(a)Changes in inventories	22	-	0.38
(b)Employee benefts expense	23	215.31	185.80
(c)Finance costs	24	22.22	15.77
(d) Depreciation and amortisation expense	25	13.47	13.17
(e)Other expenses	26	346.23	349.81
TOTAL EXPENSES(IV)		597.24	564.93

V. Proft/(Loss)before tax(III-IV)		165.92	91.80

VI. Tax expense:	27
(a)Current tax		27.67	27.75
(b) Current tax (Prior year adjustment)		-	0.48
(b) Deferred tax		(17.14)	0.48
Total tax expenses (VI)		10.53	28.71

VII. Proft/(Loss) for the year (V-VI)		155.38	63.08

VIII. Other comprehensive income	28
Items that will not be reclassifed toprofit or loss
i)Gain/(loss)on FVTOCI fnancial assets		0.18	5.83
ii)Income tax relatingto item that will not be reclassifed toprofit or loss		(0.05)	(1.17)
iii)Remeasurement of defned employee benefitplan		-	(0.33)
Total other comprehensive income/(loss)		0.13	4.33

IX. Total Comprehensive income for theyear,net of taxes		155.51	67.41

X. Earnings per equity share:	29
Equityshares ofpar value₹10 each
(1)Basic		2.61	1.06
(2)Diluted		2.61	1.06

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ANNUAL REPORT FY24-25

NDA SECURITIES LIMITED

Consolidated Statement of Cash Flows for the year ended March 31, 2025

(Amount in ‘Lacs’)

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Particulars As at March 31st, 2025 As at March 31st, 2024
Cash flows from operating activities
Profit / (loss) before tax 165.92 91.80
Adjustments for:
Depreciation and amortisation 13.47 13.17
Finance Cost 22.22 15.77
Bank Guarantee Charges - 2.74
Interest and Dividend Income (47.73) (48.55)
(Loss)/Gain on disposal of Property Plant equipments/ investment properties (57.96) (2.11)
Operating Profit/(Loss) before working capital changes 95.92 72.81
Movement in working capital
Adjustments for increase/(decrease) in operating liabilities:
Increase/decrease in Trade Payables (336.93) 236.41
Increase/decrease in Other current liabilities 1.77 27.70
Increase/decrease in Mat Receivable - 0.43
Increase/decrease in Provisions 2.42 4.52
Adjustments for increase/(decrease) in operating assets:
Increase/decrease in Inventories - 0.38
Increase/decrease in Trade Receivables 87.28 (262.42)
Increase/decrease in Other current assets 5.15 (326.20)
Increase/decrease in other Non Financial Assets 175.08 1.42
Cash used from operations 30.69 (244.94)
Income taxes paid (net of refunds) (35.17) (28.71)
Net cash flow generated from operating activities (A) (4.48) (273.65)
Cash flows from investing activities
Purchase of Current Investment (0.32) 16.02
Interest and Dividend Income received 47.73 48.55
Purchase of Property, plant and equipments and intangible assets (25.48) (6.37)
Proceeds from / (investment in) deposits 24.53 12.15
Sale of Investment Properties 75.00 -
Sale of Property, Plant and equipments - 7.10
Net cash flow from investing activities (B) 121.45 77.45
Cash flows from financing activities
Finance Cost (22.22) (15.77)
Bank Guarantee Charges - (2.74)
Issue of Share Capital - 150.00
Secured Short term Borrowing (80.14) 71.01
Net cash flow from financing activities (C) (102.36) 202.50
Net increase/(decrease) in cash and cash equivalents [A+B+C] 14.61 6.31
Cash and cash equivalents at the beginning of the year 21.61 15.30
Cash and cash equivalents at the end of the year 36.22 21.61
Total cash and cash equivalents (refer note 3) 36.22 21.61
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Net cash fow from financingactivities(C) (102.36) 202.50 Net increase/(decrease)in cash and cash equivalents[A+B+C] 14.61 6.31 Cash and cash equivalents at the beginningof theyear 21.61 15.30 Cash and cash equivalents at the end of theyear 36.22 21.61 Total cash and cash equivalents(refer note 3) 36.22 21.61	Net cash fow from financingactivities(C) (102.36) 202.50 Net increase/(decrease)in cash and cash equivalents[A+B+C] 14.61 6.31 Cash and cash equivalents at the beginningof theyear 21.61 15.30 Cash and cash equivalents at the end of theyear 36.22 21.61 Total cash and cash equivalents(refer note 3) 36.22 21.61	Net cash fow from financingactivities(C) (102.36) 202.50 Net increase/(decrease)in cash and cash equivalents[A+B+C] 14.61 6.31 Cash and cash equivalents at the beginningof theyear 21.61 15.30 Cash and cash equivalents at the end of theyear 36.22 21.61 Total cash and cash equivalents(refer note 3) 36.22 21.61
*Notes: (a) The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Ind AS 7 - Statement of Cash Flows.*
The accompanying notes are an integral part of the fnancial statements For and on behalf of the Board of Directors of
Material Accounting Policies 1 to 2		NDA SECURITIES LIMITED
Notes to Financial Statements 3 to 51		CIN: L74899DL1992PLC050366
FOR JM AND ASSOCIATES	Sanjay Agarwal	Deepti Agarwal
Chartered Accountants	Managing Director	Director
Firm Registration No.: 011270N	DIN : 00010639	DIN: 00049250
Joginder Kumar Mittal (Partner)	Arun Kumar Mistry	Shalini Chauhan
Membership No. : 088327	Chief Financial Ofcer	Company Secretary
UDIN: 25088327BMIGN5307	PAN: AHKPM9725H	PAN: CLEPC6328Q
Place: New Delhi
Date : 15-May-2025

NDA SECURITIES

ANNUAL REPORT FY24-25

Statement of Changes in Equity

for the year ended 31 March 2025

A. Equity Share Capital

(Amount in ‘Lacs’)

A. Equity Share Capital				(Amount in ‘Lacs’)
Particulars			Number of shares	Amount

Balance as at April 1, 2023			50,92,200	509.22
Changes in equityshare capital			-	-
Equityshares isssued duringtheyear			8,56,164	85.62
Balance as at March 31, 2024			59,48,364	594.84

Balance as at April 1, 2024			59,48,364	594.84
Changes in equity share capital			-	-
Equity shares isssued during the year			-	-
Balance as at March 31, 2025			59,48,364	594.84
B. Other Equity				(Amount in ‘Lacs’)
Particulars	General	Retained Share Other		Total
	Reserve	Earning Premium Account

Balance as at April 1, 2023	17.26	344.11	- (2.08)	359.29
Change duringtheperiod	-	63.08	64.38 4.33	131.80
Balance as at March 31, 2024	17.26	407.20	64.38 2.25	491.08

Balance as at April 1, 2024	17.26	407.20	64.38 2.25	491.08
Change duringtheperiod	-	155.38	- 0.13	155.51
Balance as at March 31, 2025	17.26	562.58	64.38 2.37	646.60
The accompanying notes are an integral part of the fnancial statements			For and on behalf of the	Board of Directors of
Material Accounting Policies 1 to 2			NDA SECURITIES LIMITED
Notes to Financial Statements 3 to 51			CIN: L74899DL1992PLC050366
FOR JM AND ASSOCIATES			Sanjay Agarwal	Deepti Agarwal
Chartered Accountants			Managing Director	Director
Firm Registration No.: 011270N			DIN : 00010639	DIN: 00049250
Joginder Kumar Mittal (Partner)			Arun Kumar Mistry	Shalini Chauhan
Membership No. : 088327			Chief Financial Ofcer	Company Secretary
UDIN: 25088327BMIGN5307			PAN: AHKPM9725H	PAN: CLEPC6328Q
Place: New Delhi
Date : 15-May-2025

PAGE 141

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025

1. CORPORATE INFORMATION

2.1 Basis of preparation

NDA Securities Limited (the Company or the Holding Company) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956, bearing Corporate Identification Number (CIN) L74899DL1992PLC050366, dated September 21, 1992. The Company’s registered is situated at E-157, 2nd Floor, Kalkaji, New Delhi – 110019. The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) with Scrip Code: 511535 and ISIN: INE026C01013. The Company is primarily engaged in the broking of financial products, including stock broking, mutual fund distribution, depository services, and investment-related activities. The Company holds trading memberships with the National Stock Exchange of India Limited (NSE) since 1994, and the Bombay Stock Exchange Limited (BSE). It is also registered as a Depository Participant with the National Securities Depository Limited (NSDL). These consolidated financial statements include the financial statements of NDA Securities Limited and its wholly owned subsidiary NDA Commodity Brokers Private Limited (the Subsidiary). NDA Commodity Brokers Private Limited is a private limited company incorporated in India under the provisions of the Companies Act, 1956, with Corporate Identification Number (CIN) U74899DL1995PTC068098, dated May 2, 1995. Its registered and corporate office is also located at E-157, 2nd Floor, Kalkaji, New Delhi – 110019. .The Company is a 99.99% owned subsidiary of NDA Securities Limited. Together, the Group offers a comprehensive suite of financial and commodity brokerage services across equity and derivative markets, mutual funds, and depository operations.

2. MATERIAL ACCOUNTING POLICIES INFORMATION

i. Statement of compliance

In accordance with the notification issued by Ministry of corporate Affairs, the company has adopted Indian Accounting Standards ( referred to as Ind AS notified under the companies (Indian accounting standards) Rules, 2015 with effect from April 1, 2019. Previous figures have been restated to Ind AS. In accordance with Ind AS 101 First time adoption of Indian accounting standards, the company has presented a reconciliation from the preparation of financial statements Accounting Standards notified by Companies (Accounting Standards) Rules 2016 (previous GAAP) to Ind AS of shareholders equity as at March 31, 2019 and April 1, 2018 and for the comprehensive net income for the year ended March 31, 2019. The financial statements are prepared in accordance with Indian Accounting Standards(Ind AS) notified under section 133 of companies act 2013 (ACT) read with Companies (Indian Accounting Standards) Rules 2015; and the other provisions of the act and rules thereafter. The preparation of the Financial Statements in conformity with the Ind AS requires Management to make estimates and assumption. These estimates and assumptions affect the reported amount of assets and liabilities as on the data of the Financial Statements and the reported amount if revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/materialized.

ii. Historical cost convention

PAGE 142

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025

iii. Fair value measurements

Level 1 - This includes financial instruments measured using quoted prices (Unadjusted) in active markets for identical assets and liabilities.

iv. Functional currency

All the amounts included in the financial statements are reported in lacs of Indian rupees ( ₹ ), which is also the functional currency of the Company.

2.2 Use of accounting estimates, assumptions and judgements

The preparation of the financial statements in conformity with Ind AS requires management to make judgements, assumptions and judgements that affect

the application of the accounting policies and the reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent liabilities. Actual results may differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The following are the areas of estimation uncertainty and critical judgements that the management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statement :

Useful lives of property, plant and equipment

The estimated useful lives of property, plant and equipment are based on a number of factors including the effects of obsolescence, internal assessment of user experience and other economic factors (such as the stability of the industry, and known technological advances) and the level of maintenance expenditure required to obtain the expected future cash flows from the asset. The Company reviews the useful life of property, plant and equipment at the end of each reporting date.

2.3 Property, plant and equipment

(i) Recognition and measurement:

PAGE 143

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

(ii) Depreciation

The method of depreciation and useful life considered on different assets is as below:

on diferent assets is as below:
Description of Assets	Useful life (years)
Ofce Equipment	5
Computers Hardware Servers	6
Computers Hardware Desktop and others	3
Computer Software i.e. Intangible Assets	6
Furniture	10
Motor Vehicle	8

2.4 Impairment of non-financial assets

The Company assesses on a forward-looking basis the expected credit losses (ECL) associated with the exposure arising from loan commitments and financial

guarantee contracts. The Company recognizes a loss allowance for such losses at each reporting date.

The measurement of ECL reflects:

The Company writes off financial assets, in whole or in part, when it has exhausted all practical recovery efforts and has concluded there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include (i) ceasing enforcement activity and (ii) where the Company’s recovery method is foreclosing on collateral and the value of the collateral is such that there is no reasonable expectation of recovering in full. Financial assets, or a portion thereof, are derecognized when the contractual rights to receive the cash flows from the assets have expired, or when they have been transferred and either (i) the Company transfers substantially all the risks and rewards of ownership, or (ii) the Company neither transfers nor retains substantially all the risks and rewards of ownership and the Company has not retained control. The Company directly reduces the gross carrying amount of a financial asset when there is no reasonable expectation of recovering a financial asset in its entirety or a portion thereof

2.5 Financials Instruments

I. Initial recognition

PAGE 144

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

II. Subsequent measurement

1) Financial assets carried at amortized cost

2) Fair value through other comprehensive income (FVOCI):

Financial assets that are held for collection of contractual cash flows and for selling the assets, where the assets’ cash flows represent solely payments of principal and interest, and that are not designated at FVPL, are measured at fair value through other comprehensive income. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses on the instrument’s amortised cost which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss.

3) Fair value through Statement of profit and loss (FVPL):

at amortized cost and FVOCI debt instruments. Except trade receivables, expected credit losses are measured at an amount equal to the twelve month expected credit loss unless there has been a significant increase in credit risk from initial recognition, in which case those are measured at lifetime ECL.

IV. Derecognition

1) Financial Assets

Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

2) Financial Liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expired.

4) Financial liabilities

III. Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried

V. Reclassification of Financial Assets and Financial liabilities

PAGE 145

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

If the Company reclassifies financial assets, it applies prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

Operating cycle

Operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. The Company’s operating cycle is less than twelve months.

2.7 Revenue recognition

2.6 Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current and non-current classification.

Assets

An asset is classified as current when it satisfies any of the following criteria:

a. it is expected to be realised in, or is intended for sale or consumption in, the Company’s normal operating cycle;
b. it is held primarily for the purpose of being traded; c. it is expected to be realised within 12 months after the reporting date; or
d. it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date.

Current assets include the current portion of noncurrent financial assets. All other assets are classified as non-current.

Interest income

Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable.

Other Income

2.8 Employee benefits

Liabilities

A liability is classified as current when it satisfies any of the following criteria:

a. it is expected to be settled in the Company normal operating cycle;
b. it is held primarily for the purpose of being traded;
c. it is due to be settled within 12 months after the reporting date; or
d. the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified as non-current.

(i) Short term employee benefits

(ii) Post-employment benefits Defined benefit plan

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

that benefit is discounted to determine its present value. Any unrecognised past service costs and the fair value of any plan assets are deducted. The calculation of the Company’s obligation under the plan is performed annually by a qualified actuary using the projected unit credit method. The liability towards gratuity is treated as a defined benefit obligation. It is assessed annually as at 31st March, based on an actuarial valuation carried out by an independent actuary using the projected unit credit method. The resulting provision is recognized in the books and charged to the Statement of Profit and Loss.

The Company recognizes all actuarial gains and losses arising from defined benefit plan immediately in the Statement of Profit and Loss. All expenses related to defined benefit plan are recognised in employee benefits expense in the Statement of Profit and Loss. When the benefits of a plan are improved, the portion of the increased benefit related to past service by employees is recognised in the Statement of Profit and Loss on a straight-line basis over the average period until the benefits become vested. The Company recognises gains and losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs.

employees render the related service and are also not expected to be utilised wholly within twelve months after the end of such period, the benefit is classified as a long-term employee benefit. The Company records an obligation for such compensated absences in the period in which the employee renders the services that increase this entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method.

2.9 Foreign currency transactions and translations

The functional currency of the Company is Indian Rupees (INR) which represents the currency of the primary economic environment in which it operates.

Defined contribution plans

(iii) Long-term employee benefits

2.10 Inventories

PAGE 147

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

2.11 Cash and cash equivalents

2.12 Statement of Cash Flows

2.13 Income taxes

intends either to settle on a net basis or to realize the asset and liability simultaneously.

Deferred income tax

Current tax

PAGE 148

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

2.14 Provisions, contingent liabilities and contingent assets

All other borrowing costs are expensed in the period in which they occur.

2.15 Earnings per share (EPS)

2.16 Borrowing Costs

2.17 Investment Property

2.18 Investment in Subsidiaries and Joint ventures and Associates

Cost of Investment in equity shares of subsidiaries, joint ventures and associates are classified as Non-Current investment and the same is accounted for at cost.

2.19 Trade Receivable

PAGE 149

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

2.20 Trade Payables

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NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 3 Cash and cash equivalents

NOTE : 3 Cash and cash equivalents
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Cash in hand	1.23	3.99
Balances with banks:
on current accounts	34.99	17.62
Total	36.22	21.61

NOTE : 4 Other Bank Balances

NOTE : 4 Other Bank Balances
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Bank Fixed deposits
Hdfc bank Fixed Deposit of Overdraft	400.00	400.00
Hdfc bank Fixed Deposit	-	75.00
Deposited with NSE For Additional Base Capital	250.00	200.00
Fixed Deposited with Stock Exchange BMC	48.75	48.75
Membership Deposits with the NCDEX Fixed	7.50	7.50
Deposit
MembershipDeposits with the MCX Fixed Deposit	7.97	7.50
Total	714.22	738.75

NOTE : 5 Trade receivables

NOTE : 5 Trade receivables
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Undisputed trade receivables
Undisputed trade receivables - considered good	218.34	305.62
Undisputed trade receivables - which have signifcant increase in credit risk	-	-
Undisputed trade receivables - credit impaired	-	-

Disputed trade receivables
Disputed trade receivables - considered good	-	-
Disputed trade receivables - which have signifcant increase in credit risk	-	-
Disputed trade receivables - credit impaired	-	-
Total	218.34	305.62

PAGE 151

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

Trade receivables ageing schedule as at 31.03.2025 as follows:

(Amount in ‘Lacs’)

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Trade receivables ageing schedule as at 31.03.2024 as follows:

(Amount in ‘Lacs’)

==> picture [489 x 292] intentionally omitted <==

----- Start of picture text -----

Outstanding for following periods from due date of payment
Not Due Less 6 months 1 to 2 2 to 3 More Total
Particulars
than to 1 year years years than
6 3 years
months
As at March 31, 2024
Undisputed trade receivables
- considered good - 293.55 0.81 1.78 2.57 6.91 305.62
- which have significant - - - - - - -
increase in credit risk
- credit impaired - - - - - - -
Disputed trade receivables
- considered good - - - - - - -
- which have significant - - - - - - -
increase in credit risk
- credit impaired - - - - - - -
Total - 293.55 0.81 1.78 2.57 6.91 305.62
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PAGE 152

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

Disputed Transaction – Bombay Stock Exchange:

An amount of ₹ 16.01 Lacs paid to the Bombay Stock Exchange on account of an erroneous trade dated 1st April 2013 involving the purchase of 1,00,000 equity shares of Ashutosh Paper Mills Ltd. has been excluded from trade receivables.

NOTE : 6 Investment

(Amount in ‘Lacs’)

NOTE : 6 Investment		(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
	Number of Units Amount (in Lacs)	Number of Units Amount (in Lacs)
*Investment in Mutual Fund*
Aditya Birla Hybrid Fund	167.26 2.65	147.17 2.14
Total	167.26 2.65	147.17 2.14

NOTE : 7 OTHER FINANCIAL ASSETS

		(Amount in ‘Lacs’)
Particulars	As at March 31st,	As at March 31st,
	2025	2024
*(Unsecured, considered good)*
Deposit with NSDL	10.00	10.00
MembershipDeposits with the National Stock Exchange	58.00	58.00
MembershipDeposits with the BombayStock Exchange Ltd	11.25	11.25
MembershipDeposits with the NCDEX	2.50	2.50
Deposit with ClearingMember Derivatives	5.00	5.00
MembershipDeposits with the MCX	7.50	7.50
Deposit with NSEL	7.50	7.50
Interest Receivable on fxed deposits	17.98	7.20
Advance To Clearing Member	4.07	73.62
Margin with ClearingMember in Fixed Deposit	358.00	358.00
Deposits with the NSE Additional Base Capital	232.78	356.96
Interest Receivable from ClearingMember	13.56	5.70
Deposit with ClearingMember Derivatives NSE	2.00	2.00
Securities Deposits with Landlords for Ofce Rent	1.80	1.80
Securities Deposits with NSDL for SteadyServices	0.20	0.20
Total	732.15	907.23

PAGE 153

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 8 INVESTMENT PROPERTIES

(Amount in ‘Lacs’)

NOTE : 8 INVESTMENT PROPERTIES	(Amount in ‘Lacs’)
Particulars As at March 31st, 2025	As at March 31st, 2024
Gross Carrying Amount as at the begin- ningofyear 67.04	88.51
Add: Addition During the year -	-
Less: Disposal or Sale during the year (17.04)	(21.47)
Total 50.00	67.04

NOTE : 9 CURRENT TAX ASSETS (NET)

(Amount in ‘Lacs’)

NOTE : 9 CURRENT TAX ASSETS (NET)	(Amount in ‘Lacs’)
Particulars As at March 31st, 2025	As at March 31st, 2024
Tax Deducted at Source and advance tax 29.62	22.21
Total 29.62	22.21

NOTE : 10 DEFERRED TAX ASSETS (NET)

(Amount in ‘Lacs’)

NOTE : 10 DEFERRED TAX ASSETS (NET)		(Amount in ‘Lacs’)
Particulars	As at March 31st,	As at March 31st,
	2025	2024
*Deferred tax assets in relation to:*
Opening balance of DTA on PPE	4.68	5.16
Change during the year	(1.20)	(0.48)
Closing Balance of DTA on PPE	3.48	4.68
Opening Balance DTA on Brought forward Loss	68.47	68.47
Adjustment in Brought Forward and carried forward Loss	5.38	-
Closing Balance of DTA ON Brought forward Loss	73.85	68.47

Opening Balance DTA on Grautity	-	-
Recognised in P&L statement	12.96	-
Closing Balance of DTA on Grautity	12.96	-
A. Total deferred tax assets	90.29	73.15
*Deferred tax liabilities in relation to:*
Opening Balance DTA on COI	(0.09)	1.08
Unrealised gain due to foreign transactions	(0.05)	(1.17)
B. Total deferred tax liabilities	(0.14)	(0.09)

Deferred tax assets (net) (A-B)	90.15	73.06

Note: As per company future plans, management is assured that company will earn sufficient profits and they will be able to set off the carry forward losses in future.

PAGE 154

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 11 OTHER NON-FINANCIAL ASSETS

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
*(Unsecured, considered good)*
Prepaid Expenses	11.65	8.34
Advance Recoverable in cash or in kind	7.82	9.48
Staf Advance	4.91	11.22
Balances with government authorities	0.18	0.66
Total	24.56	29.71

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PAGE 155

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 12 Other intangible assets

(Amount in ‘Lacs’)

NOTE : 12 Other intangible assets		(Amount in ‘Lacs’)
Particular	Software	Total
*Gross Carrying Value*
As at April 1, 2023	21.47	21.47
Additions for theyear	2.13	2.13
Disposals for theyear	-	-
As at March 31, 2024	23.60	23.60

As at April 1, 2024	23.60	23.60
Additions for theyear	4.91	4.91
Disposals for theyear	-	-
As at March 31, 2025	28.51	28.51

*Accumulated Amortisation*
As at April 1, 2023	17.10	17.10
Amortisation for theyear	0.94	0.94
Accumulated amortisation on disposals	-	-
As at March 31, 2024	18.03	18.03

As at April 1, 2024	18.03	18.03
Amortisation for theyear	1.64	1.64
Accumulated amortisation on disposals	-	-
As at March 31, 2025	19.68	19.68

*Net Carrying Value*
As at March 31, 2024	5.56	5.56
As at March 31, 2025	8.83	8.83

(i) Software is capitalized at the amounts paid to acquire the respective license for use and is amortised over the expected useful life of the license.

PAGE 156

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements for the year ended 31 March 2025 (Contd.)

NOTE : 13 Property, plant and equipment

(Amount in ‘Lacs’)

Particular	Computer Computers Servers Furniture & Fixtures Ofce Equipment Car Total
A. Gross CarryingValue

As at April 1, 2023	36.64 12.61 30.44 39.59 21.32 140.60
Additions for theyear	0.87 - - 3.37 - 4.24
Disposals for theyear	31.86 2.22 11.23 16.26 21.32 82.90
As at March 31, 2024	5.65 10.38 19.21 26.71 - 61.95

As at April 1, 2024	5.65 10.38 19.21 26.71 - 61.95
Additions for theperiod	4.10 11.90 - 4.57 - 20.57
Disposals for theperiod	- - - - - -
As at March 31, 2025	9.75 22.28 19.21 31.28 - 82.52

B. Accumulated
Depreciation

As at April 1, 2023	31.80 5.44 24.14 24.63 18.38 104.40
Depreciation for theyear	1.48 1.64 1.92 4.71 1.88 11.63
Accumulated depreciation on	30.26 2.11 10.67 15.45 20.26 78.75
disposals
As at March 31, 2024	3.01 4.97 15.39 13.90 - 37.28

As at April 1, 2024	3.01 4.97 15.39 13.90 - 37.28
Depreciation for theyear	2.37 3.47 0.87 5.12 - 11.83
Accumulated depreciation on	- - - - - -
disposals
As at March 31, 2025	5.38 8.44 16.26 19.02 - 49.11

C. Net CarryingValue

As at March 31, 2024	2.63 5.41 3.82 12.81 - 24.67
As at March 31, 2025	4.37 13.84 2.95 12.26 - 33.42

Notes: (i) All the assets are owned by Company except as mentioned otherwise.

PAGE 157

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 14 Borrowings

(Amount in ‘Lacs’)

NOTE : 14 Borrowings	(Amount in ‘Lacs’)
Particulars As at March 31st, 2025	As at March 31st, 2024
Incorporate Loan* 53.06
Bank over Draft** -	133.19
Total 53.06	133.19

*During the year, the subsidiary company repaid an outstanding inter-corporate loan amounting to ₹ 50.00 Lacs (inclusive of interest) to the holding company. The repayment was facilitated through a new inter-corporate loan of ₹ 53.00 Lacs availed from a Non-Banking Financial Company (NBFC) on March 27, 2025. The newly obtained loan carries an interest rate of 8.50% per annum. Post repayment, there is no outstanding loan balance between the holding company and the subsidiary as at March 31, 2025.

**The Company has availed a demand loan from HDFC Bank against the pledge of Fixed Deposit Receipts (FDRs) amounting to ₹ 400 Lacs.The sanctioned loan amount is ₹ 360 Lacs, with the interest rate being the applicable FDR rate plus 2%. The loan is repayable on demand and is secured by a lien over the fixed deposits.

NOTE : 15 Trade payables

(Amount in ‘Lacs’)

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----- Start of picture text -----

Particulars As at March 31st, 2025 As at March 31st, 2024
Total outstanding dues of micro, small - -
and medium enterprises
Total outstanding dues of other than 541.76 878.70
micro, small and medium enterprises
Total 541.76 878.70
Ageing schedule of Trade payables: (Amount in ‘Lacs’)
Outstanding for following periods from due date of payment
Particulars 6Months 1 year 1 to 2 2 to 3 More Total
years years than
3 years
As at March 31, 2025
Undisputed dues - MSME - - - - - -
Undisputed dues - Others 524.74 - 0.04 0.06 3.79 528.63
Disputed dues - MSME - - - - - -
Disputed dues - Others 0.04 - 1.00 - 12.10 13.14
524.77 - 1.04 0.06 15.89 541.76
As at 31-03-2024
Undisputed dues - MSME - - - - - -
Undisputed dues - Others 861.70 - 0.06 0.06 3.78 865.60
Disputed dues - MSME - - - - - -
Disputed dues - Others 1.03 - 0.31 0.04 11.73 13.11
Total 862.73 - 0.37 0.10 15.51 878.71
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Trade Payables include an amount of ₹ 10.54 Lacs received from unknown clients. No further instructions have been received from

PAGE 158

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

Trade Payables also include an amount of ₹ 2.56 Lacs payable to old dormant clients, who are untraceable, and hence, the amounts have not been settled, in accordance with the instructions of the Stock Exchange

There were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) during the year.

NOTE : 16 PROVISIONS

(Amount in ‘Lacs’)

As at March 31st, 2025	As at March 31st, 2024
56.65	55.12
g the year 5.23	4.34
e during the year 27.67	27.75
89.55	87.21

NOTE : 17 OTHER NON-FINANCIAL LIABILITIES

(Amount in ‘Lacs’)

As at March 31st, 2025	As at March 31st, 2024
2.55	0.97
bles
2.12	3.10
2.83	2.25
-	0.01
6.85	6.26
14.35	12.58

NOTE : 18 EQUITY SHARE CAPITAL

(Amount in ‘Lacs’)

NOTE : 18 EQUITY SHARE CAPITAL				(Amount in ‘Lacs’)
Particulars	As at March	31st, 2025	As at March	31st, 2024
	Number of Units	Amount (in Lacs)	Number of Units	Amount (in Lacs)
*(a) Authorised*
Equityshares of₹10 each	1,50,00,000	1,500.00	1,50,00,000	1,500.00

*(b) Issued, subscribed and fully paid-up*
Equityshares of₹10 each	59,48,364	594.84	59,48,364	594.84

Notes: (i) Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period

PAGE 159

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)	(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
	Number of Units Amount (in Lacs)	Number of Units	Amount (in Lacs)
At the beginningof theyear	59,48,364 594.84	50,92,200	509.22
Add: Issued duringtheyear	- -	8,56,164	85.62
At the end of theyear	59,48,364 594.84	59,48,364	594.84
(b) Issued, subscribed and fully paid-up
Equityshares of₹10 each	59,48,364 594.84	59,48,364	594.84

(ii) Rights, preference and restrictions attached to equity shares

(iii) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)	(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
	% of total shares % of total shares	% of total shares	% of total shares
*Equity shares of Rs.10 each fully paid*
ND Agarwal	22,84,774 38.41%	22,84,774	38.41%
ND Agarwal (HUF)	2,64,700 4.45%	2,64,700	4.45%
Gaurav Jindal	6,10,250 10.26%	6,10,250	10.26%
Hilum CommodityPrivate Limited	5,05,733 8.50%	8,56,164	14.39%
Total	36,65,457 61.62%	40,15,888	67.51%

(v) Details of shares held by promoters

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----- Start of picture text -----

Particulars Number Number Number of % of % change
of shares of shares shares total during
transfer * issue * held shares the period
As at March 31, 2025
ND Agarwal - - 22,84,774 38.41% -
ND Agarwal(HUF) - - 2,64,700 4.45% -
Sanjay Agarwal - - 1,80,785 3.04% -
Saroj Agarwal - - 80,010 1.35% -
Deepti agarwal - - 28,451 0.48% -
Reena Gupta - - 510 0.01% -
Neena Diwan - - 10 0.00% -
NDA Research & Technologies - - 50,000 0.84% -
----- End of picture text -----

PAGE 160

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

==> picture [495 x 215] intentionally omitted <==

Percentage change computed with respect to the number at the beginning of the year or if issued/ transfer during the year for the first time then with respect to the date of issue/ date of transfer.

NOTE: 19 OTHER EQUITY

(Amount in ‘Lacs’)

NOTE: 19 OTHER EQUITY		(Amount in ‘Lacs’)
Particulars	As at March 31st, 2025	As at March 31st, 2024
General Reserve
Balance at the beginning	17.26	17.26
(+) Net Proft/(Net Loss) For the current year	-	-
Balance at the end	17.26	17.26
Retained earnings
Balance at the beginning	409.44	342.03
Add: Net Surplus / (Defcit) in Statement ofproft and loss for theyear	155.51	67.41
Balance at the end	564.96	409.44
Share Premium Account
Balance at the beginning	64.38	-
Add: Net Surplus / (Defcit) in Statement ofproft and loss for theyear	-	64.38
Balance at the end	64.38	64.38
Total	646.60	491.08

Other comprehensive income: Items of other comprehensive income consist of fair value changes on FVTOCI financial assets and financial liabilities and re measurement of net defined benefit liability/asset.

PAGE 161

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 20 Revenue from operations

(Amount in ‘Lacs’)

NOTE : 20 Revenue from operations		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Income From Operations Delhi	331.58	334.92
Income From Operations Maharashtra	194.28	165.64
Mutual Fund Commission Income	99.17	72.27
Total	625.04	572.83

NOTE : 21 Other income

NOTE : 21 Other income
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Interest Income
- from Bank on Fixed deposits	48.36	49.48
- from ClearingMember	25.63	24.07
- from Advancesgiven to staf members	5.53	3.49
Interest on Income Tax Refund	0.00	-
Proft on sale of Investment Property	57.96	2.11
Sale of Shares	-	3.82
Dividend Income and other income	0.63	0.92
Total	138.12	83.89

NOTE : 22 Changes in inventories

NOTE : 22 Changes in inventories
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Stock at the beginningof theyear	-	0.38
	-	0.38

Stock at the end of theyear	-	-
(Increase) / decrease in fnishedgoods	-	0.38

PAGE 162

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 23 Employee benefits expense

NOTE : 23 Employee benefts expense
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Salary Expenses	136.39	116.23
Bonus Expenses	11.06	9.53
GratuityPaid and Provisions	15.69	8.00
Employer's Contribution to P.F.	16.80	13.89
Staf Welfare Expenses	3.75	4.94
Staf Training& Recruitment Exp	0.15	0.22
Leave Encashment Expenses	4.79	4.29
Incentive Paid to Employees	20.08	22.81
House Rent Allowance	-	1.00
ESI Expenses	1.19	0.15
Transport Allowances	5.42	4.74
Total	215.31	185.80

NOTE : 24 Finance costs

(Amount in ‘Lacs’)

NOTE : 24 Finance costs		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Interest Paid & Finance Charges	22.22	15.77
Total	22.22	15.77

NOTE : 25 Depreciation and amortisation expense

(Amount in ‘Lacs’)

NOTE : 25 Depreciation and amortisation expense		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Depreciation ofproperty,plant and equipment	11.83	11.63
Amortisation of other intangible assets	1.64	0.94
Total	13.47	12.57

NOTE : 26 Other expenses

(Amount in ‘Lacs’)

NOTE : 26 Other expenses		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Audit Fees	3.38	1.34
Advertisement & PublicityExpenses	0.96	1.48
Annual Fees & Registration	14.27	11.09
Bad Debts Written Of	-	9.02
Bandwidth Charges	0.66	0.66
Bank Guarantee Commission Charges	0.02	2.74
Broker Note & StampPaper Charges	21.60	15.51
Commission on Brokerage	102.63	101.94

PAGE 163

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 26 Other expenses (Cont..)

(Amount in ‘Lacs’)

NOTE : 26 Other expenses_(Cont..)_		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Conveyance Exp	1.59	1.66
Demat Charges	0.49	0.25
Director's Remuneration	30.00	31.25
Director SittingFees	1.98	0.72
Donations	0.46	0.36
Electricity& Water	10.39	8.88
FillingFees	0.40	0.24
Festival Celebrations Exp.	5.36	3.83
Insurance Charges	0.01	0.43
Lease Line Charges	6.06	5.46
ListingFees	3.25	3.25
Loss on sale of investment in Shares	-	9.04
Miscellaneous Expenses	1.59	0.63
News Papers & Periodicals	0.11	0.09
Postage & Courier Charges	0.52	0.59
Printing& StationeryCharges	1.41	1.67
Professional & Legal Expenses	20.97	24.99
Short term Lease	26.25	24.67
Repair & Maintenance	11.55	13.52
Software Charges	25.88	23.04
TravelingExpenses	0.07	0.92
Telephone & Internet	3.76	3.43
Transaction Charges	45.80	42.30
Vehicle Running& Maintenance	4.84	4.84
Total	346.23	349.81

NOTE : 26 (a) Payment to auditors

NOTE : 26 (a) Payment to auditors
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Statutoryaudit fee	2.00	1.05
Certifcations and Other Services	1.38	0.29
Total	3.38	1.34

PAGE 164

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 26 (b) Disclosures for Leases as per Ind AS -116 on Leases

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Short Term Leases	26.25	24.67
Total	26.25	24.67

Location & Remarks	Lease Term	Monthly Rent (₹)	Total Lease Rent (Lacs)
Registered Ofce (New lease startingMay2024)	01 May 2024 – 31 Mar 2025	75,000	8.25
Kalkaji Branch (New lease startingMay2024)	01 May 2024 – 31 Mar 2025	75,000	8.25
Rohini Ofce (New lease startingApr 2024)	01 Apr 2024 – 31 Mar 2025	30,000	3.60
Kalkaji Branch (Expired lease for 1 month, April 2024)	Ended 30 Apr 2024	75,000	0.75
Registered Ofce (Expired lease for 1 month, April 2024)	Ended 30 Apr 2024	75,000	0.75
Mumbai Branch (Termination clause included in the agreement)	01 Oct 2023 – 30 Sep 2026 (with termination clause)	39,650 (From April 2024 to Sepember 2024); 41,632 (October 2024 onwards)	4.65
Total			26.25

NOTE : 27 Tax expense

(Amount in ‘Lacs’)

NOTE : 27 Tax expense		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
*Tax expense recognised in statement of proft and*
*loss:*
Current tax	27.67	27.75
Current tax (Prioryear adjustment)	-	0.48
Deferred tax expense	(17.14)	0.48
Total	10.53	28.71

PAGE 165

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 28 Other comprehensive income (‘OCI’)

(Amount in ‘Lacs’)

NOTE : 28 Other comprehensive income (‘OCI’)		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Items that will not be reclassifed toprofit or loss
Gain/(loss) on FVTOCI fnancial assets	0.18	5.83
Income tax relating to item that will not be reclassifed toprofit or loss	(0.05)	(1.17)
Remeasurement of defned employee benefitplan	-	(0.33)
Total	0.13	4.33

NOTE : 29 Earnings per share

(Amount in ‘Lacs’)

NOTE : 29 Earnings per share		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Earnings: Net proft after tax attributable to equity	155.38	63.08
shareholders

Shares: Weighted average number of shares	594.84	594.84
outstandingduringtheperiod for calculation of EPS

Earnings per share
- Basic	2.61	1.06
- Diluted	2.61	1.06

NOTE : 30 Ratios

The following are analytical ratios:

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----- Start of picture text -----

Numerator Denominator March March %
Particulars
31, 2025 31, 2024
Current ratio Current assets Current liabilities 2.28 2.23 2.23%
Debt-equity ratio Total debt Shareholder's equity 0.04 0.12 -65.16%
Debt service coverage Earnings available Debt service = Interest N/A N/A N/A
ratio for debt service = & lease payments +
Net Profit after taxes principal repayments
+ depreciation &
amortization + interest
Return on equity ratio Net Profits after taxes Average shareholders 0.13 0.06 115.45%
equity
Inventory turnover ratio Revenue from Average inventory N/A N/A N/A
operations
Trade receivables Revenue from Average trade 0.60 0.82 -27.36%
turnover ratio operations receivables
----- End of picture text -----

PAGE 166

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 30 Ratios

The following are analytical ratios

==> picture [498 x 199] intentionally omitted <==

----- Start of picture text -----

Numerator Denominator March March %
Particulars
31, 2025 31, 2024
Trade payables turnover Revenue from Average trade 0.22 0.33 -32.50%
ratio operations payables
Net capital turnover Revenue from Working capital 4.71 4.68 0.71%
ratio operations
Net profit ratio Net Profits after taxes Revenue from 0.25 0.11 125.74%
operations
Return on capital Earning before interest Capital employed = 0.13 0.08 58.10%
employed and taxes Tangible net worth +
total debt + deferred
tax liability
----- End of picture text -----

a. The variance in the current ratio is due to higher amount of current liabilities during the current year.
b. During the year, the company fully repaid the loan, resulting in a closing balance of zero. This led to a 100% decrease compared to the previous year
c. Debt service coverage ratio is not applicable due to zero debt
d. The variance in the Return on Equity ratio is primarily due to an increase in revenue as compared to expenses during the current year, resulting in higher net profit earned by the Company
e. The Inventory Turnover Ratio is not applicable as the Company has not held any inventory during the current or previous financial year
f. The variance in the trade receivables turnover ratio is due to higher amount of sales achieved by the Company, collections of which are due in the next year.
g. The variance in the trade payables turnover ratio is due to higher amount of operations cost incurred by the Company during the current year.
h. The variance in the Net profit ratio is primarily due to an increase in revenue as compared to expenses during the current year, resulting in higher net profit earned by the Company
i. The variance in the return on capital employed is due to primarily due to a significant increase in operating profits during the year.

==> picture [150 x 151] intentionally omitted <==

==> picture [99 x 142] intentionally omitted <==

PAGE 167

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

NOTE : 31 Related party disclosure

A) Name of the related parties and relationship

i) Subsidiaries
Name of the related party	Details	% of shareholding and voting power
NDA CommodityBrokers Private Limited	WhollyOwned Subsidiary	100%

ii) KeyManagement Personnel (KMP) and relatives of KMP
Mr. SanjayAgarwal	ManagingDirector
Mrs. Deepti Agarwal	Director
Mr. AkshaySaxena	Independent Director
Ms. Naina Singh	Independent Director
Mr. Arun Kumar Mistry	Chief Financial Ofcer
Ms. Shalini Chauhan	CompanySecretary

iii) Relatives of KMPs / Directors :
Mr. N. D. Agarwal (Relative Of Director)

With whom the Company had transactions during the current year or previous year
B) Transactions with the above related parties

B) Transactions with the above related parties
		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
*Expenses:*
*Consultancy Expenses*
Ashutosh Gupta	-	8.29
*Rent Paid*
Seema Gupta		3.60
N.D.Aggarwal	18.00	17.00
*Managerial Remuneration*
SanjayAgarwal	30.00	30.00
Deepti Agarwal	-	1.25
EPf Contribution : Deepti Agarwal	-	0.15
EPf Contribution : SanjayAgarwal	3.60	3.60
*Salary & Perquisites*
Arun Kumar Mistry	13.18	8.30
EPF Contribution	0.92	0.68

PAGE 168

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Shalini Chauhan	6.56	4.76
EPF Contribution	0.75	0.49
Ms. Isha Malik	-	1.12
*Staff Advance*
Arun Kumar MistryAdvance Given	10.92	0.50
Arun Kumar MistryAdvance Recovered	19.05	2.00
Arun Kumar MistryAdvance Interest Earned	1.13	0.80
*Director Sitting Fees paid*
Naina Singh	0.99	-
AkshaySaxena	0.99	-
U.S.Gupta	-	0.35
Ram Kishan Sanghi	-	0.35
Pooja Agarwal	-	0.03
*Loan Given*
NDA CommodityBrokers Private Limited	51.00	98.00
Loan Return
NDA CommodityBrokers Private Limited	101.00	48.00
*Interest Due and Received*
NDA CommodityBrokers Private Limited	3.92	2.31
*Sale of Property Plant and Equipments*
SanjayAgarwal	-	5.50

*Income:*
*Brokerage Receipts*
N. D. Agarwal	0.07	0.08
Deepti Agarwal	0.00	0.00
SanjayAgarwal	0.16	0.47
Ram Kishan Sanghi	-	0.02
U. S. Gupta	-	0.00
Seema Gupta	-	0.01

*c) Outstanding balances as at balance sheet date*
*Staf Advances*
Arun Kumar Mistry	-	7.00
*Loans Balance Receivable*
NDA CommodityBrokers Private Limited	-	50.00

PAGE 169

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

Terms and conditions of transactions with related parties

32. Disclosure relating to employee benefits pursuant to Ind AS 19 - Employee Benefits

a) Defined contribution plans

b) Defined benefit plans

1. Gratuity

The Company’s Gratuity plan: Changes in the Defined benefits obligation are as given below:

(Amount in ‘Lacs’)

Particular	As at March 31st, 2025	As at March 31st, 2024
Defned benefit obligation at the beginning	55.12	50.60
Current service cost	4.11	3.71
Interest cost	3.97	4.28
Remeasurements- Net actuarial loss / (gain)	7.61	0.33
Beneftspaid	14.16	3.81
Defned benefit obligation at the end	56.65	55.12

The Company’s Gratuity plan: Bifurcation of Actuarial Gain/Loss on Obligation:

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Actuarial (Gain)/Loss on arising from Change in	-	-
Demographic Assumption
Actuarial (Gain)/Loss on arising from Change in	1.01	0.47
Financial Assumption
Actuarial (Gain)/Loss on arising from Experience	6.59	(0.13)
Adjustment

PAGE 170

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

Disclosure in the Balance sheet;

(Amount in ‘Lacs’)

*Disclosure in the Balance sheet;*		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
Liability
Currentportion	56.65	55.12
Total	56.65	55.12
*Actuarial Valuation assumptions*
Particular	As at March 31st, 2025	As at March 31st, 2024
Financial assumptions
Discountingrate	6.93%	7.21%
Salaryescalation rate	5.50%	5.50%

*Demographic assumptions*
Retirement age	58years	58years
Mortalitytable (Indian Assured Lives Mortality)	100% of IALM (2012 - 14)	100% of IALM (2012 - 14)
*Mortality rate during employment*
*Rate of employee turnover/attrition :-*
18 to 30years	3.00%	3.00%
31 to 44years	2.00%	2.00%
Above 44years	1.00%	1.00%

Summary of the membership information

Particular	As at March 31st, 2025	As at March 31st, 2024
Number of employees	26.00	29.00
Total MonthlySalary(Lacs)	8.74	9.19
Average Past Service (Years)	10.91	11.32
Average Age (Years)	41.61	43.73
Average remainingworkinglife (Years)	16.39	14.27
weighted average duration	13.13	11.93

Sensitivity analysis

The sensitivity of the overall plan obligations to changes in the weighted key assumptions are:

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
a) Impact of the change in discount rate
Impact due to increase of 0.50%	(1.82)	(1.77)
Impact due to decrease of 0.50 %	1.94	1.89

PAGE 171

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

THE SENSITIVITY OF THE OVERALL PLAN OBLIGATIONS TO CHANGES IN THE WEIGHTED KEY ASSUMPTIONS ARE:

(Amount in ‘Lacs’)

		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
b) Impact of the change in salary increase
Impact due to increase of 0.50%	1.96	1.91
Impact due to decrease of 0.50 %	(1.85)	(1.81)

EXPECTED CASHFLOWS FOR THE NEXT YEARS

(Amount in ‘Lacs’)

EXPECTED CASHFLOWS FOR THE NEXT YEARS		(Amount in ‘Lacs’)
Particular	As at March 31st, 2025	As at March 31st, 2024
0 to 1 Year	11.59	8.53
1 to 2 Year	0.73	3.89
2 to 3 Year	4.12	0.75
3 to 4 Year	4.00	3.29
4 to 5 Year	15.00	7.67
5 to 6 Year	0.35	12.09
6 Year onwards	20.86	18.90

33. Subsequent events

There were no significant events after the end of the reporting period which require any adjustment or disclosure in the financial statements

34. Fair value measurement

I. Accounting classification and fair values

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy: March 31, 2025

(Amount in ‘Lacs’)

Particulars	CarryingAmount
	FVTPL FVOCI Amortised cost Total
*Financial assets*
Cash and cash equivalents	- - 36.22 36.22
Other Bank Balances	- - 714.22 714.22
Trade receivables	- - 218.34 218.34
Investments	- 2.65 - 2.65
Other fnancial assets	- - 732.15 732.15
Total Financial assets	- 2.65 1,700.93 1,703.58

PAGE 172

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy:

March 31, 2025

(Amount in ‘Lacs’)

Particulars	CarryingAmount
	FVTPL FVOCI Amortised cost Total
*Financial liabilities*
Borrowings	- - - 53.1
Tradepayables	-
-Total outstanding dues of small	- - - -
enterprises and micro enterprises
-Total outstanding dues of creditors	- - 541.76 541.8
other than small enterprises and micro
enterprises
Total Financial liabilities	- - 541.76 594.82

March 31, 2024

(Amount in ‘Lacs’)

Particulars		Carrying	Amount
	FVTPL	FVOCI	Amortised cost	Total
*Financial assets*
Cash and cash equivalents	-	-	21.61	21.61
Other Bank Balances	-	-	738.75	738.75
Trade receivables	-	-	305.62	305.62
Investments	-	2.14	-	2.14
Other fnancial assets	-	-	907.23	907.23
Total Financial assets	-	2.14	1,973.21	1,975.35

March 31, 2024

(Amount in ‘Lacs’)

Particulars		Carrying	Amount
	FVTPL	FVOCI	Amortised cost	Total
*Financial liabilities*
Borrowings	-	-	-	133.2
Tradepayables
-Total outstanding dues of small	-	-	-	-
enterprises and micro enterprises
-Total outstanding dues of creditors	-	-	878.70	878.7
other than small enterprises and micro
enterprises
Total Financial liabilities	-	-	878.70	1,011.89

PAGE 173

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

II. Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include :

Quoted equity investments - Quoted closing price on stock exchange
Mutual fund - net asset value of the scheme
Alternative investment funds - net asset value of the scheme
Unquoted equity investments - price multiples of comparable companies.
Private equity investment fund - Net Asset Value of the audited financials of the funds.
Real estate fund - Net Asset Value, based on the independent valuation report or financial statements of the company

III. Financial instruments not measured at fair value

NOTE: 35 MATURITY ANALYSIS OF ASSETS AND LIABILITIES:

	(Amount in ‘Lacs’)
Particulars	March 31, 2025
	Within 12 months After 12 months Total
*ASSETS*
*Financial assets*
Cash and cash equivalents	36.22 - 36.22
Other Bank Balances	714.22 - 714.22
Trade receivables	205.30 13.04 218.34
Investments	2.65 - 2.65
Other fnancial assets	626.28 105.86 732.15
	1,584.68 118.90 1,703.58

*Non-Financial assets*
Investment Properties	50.00 - 50.00
Current tax assets (net)	29.62 - 29.62
Deferred tax assets (net)	- 90.15 90.15
Other Non-Financial assets	- 24.56 24.56
Other intangible assets	- 8.83 8.83
Property,plant and equipment	- 33.42 33.42
	79.62 156.95 236.57
Total Assets	1,664.30 275.86 1,940.15

PAGE 174

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

			(Amount in ‘Lacs’)
Particulars		March 31, 2025
	Within 12 months	After 12 months	Total
*LIABILITIES*
*Financial liabilities*
Borrowings	-	-	53.06
Tradepayables			-
Total outstanding dues of small enterprises and micro enterprises	-	-	-
Total outstanding dues of creditors other than small enterprises and micro enterprises	524.77	16.99	541.76
	524.77	16.99	594.82
*Non-Financial liabilities*
Provisions	44.50	45.06	89.55
Other Non-Financial liabilities	14.35	-	14.35
	58.85	79.03	103.90
Total Liabilities	583.62	96.02	698.72
			(Amount in ‘Lacs’)
Particulars		March 31, 2024
	Within 12 months	After 12 months	Total
*ASSETS*
*Financial assets*
Cash and cash equivalents	21.61	-	21.61
Other Bank Balances	738.75	-	738.75
Trade receivables	293.55	12.07	305.62
Investments	2.14	-	2.14
Other fnancial assets	626.28	280.94	907.23
	1,682.34	293.02	1,975.35
*Non-Financial assets*
Investment Properties	67.04	-	67.04
Current tax assets (net)	22.21	-	22.21
Deferred tax assets (net)	-	73.06	73.06
Other Non-Financial assets	-	29.71	29.71
Other intangible assets	-	5.56	5.56
Property,plant and equipment	-	24.67	24.67
	89.25	133.00	222.24
Total Assets	1,771.58	426.02	2,197.60

PAGE 175

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

or the year ended 31 March 2025 (Contd.)
			(Amount in ‘Lacs’)
Particulars	March 31, 2024
	Within 12 months After 12 months		Total
*LIABILITIES*
*Financial liabilities*
Borrowings	133.19	-	133.19
Tradepayables			-
- Total outstanding dues of small enterprises	-	-	-
and micro enterprises
- Total outstanding dues of creditors other	862.73	15.97	878.70
than small enterprises and micro enterprises
	995.92	15.97	1,011.89
Non-Financial liabilities
Provisions	40.62	46.59	87.21
Other Non-Financial liabilities	12.58	-	12.58
	53.20	46.59	99.79
Total Liabilities	1,049.12	62.56	1,111.68

Capital management
For the purpose of the Company’s capital management, capital includes issued equity share capital, security premium and all other equity reserves attributable to the equity holders of the Company. The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizing the return to stakeholders through optimization of debt and equity balance. Further its objective is to maintain an adequate capital base so as to maintain creditor and market confidence and to sustain future development.
Contingent liabilities and commitments
A) Contingent liabilities

There are no contingent liabilities as on March 31, 2025.

Capital work in progress includes following pre-operative expenses pending allocations: There are no Capital Work in Progress as on March 31, 2025.
b. The disclosure note for movement in provision as required under Ind AS-37 has been given at Note 22
Events occurring after the Balance sheet date No adjusting or significant non-adjusting events have occurred between the reporting date and date of authorization of these financial statements.
Details of Crypto currency or Virtual currency The Company has not traded or invested in Crypto currency or virtual currency during the reporting period.
Relationship with struck off companies
The Company does not have any transaction with companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 and hence no disclosure is required.

PAGE 176

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

39. Benami property transactions

The Company does not hold any benami property and no proceedings have been initiated or pending against the Company under Benami Transactions Prohibition Act 1988 (45 of 1988) and the rules made thereunder.

40. Corporate Social Responsibility

The Company is not covered under section 135 of Companies Act 2013.

Compliance with number of layers of companies The Company has one subsidiary company, namely NDA Commodity Brokers Private Limited. The Company is in compliance with the provisions regarding the number of layers as prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on Number of Layers) Rules, 2017.
Wilful defaulter As on March 31, 2025 the Company has not been declared wilful defaulter by any bank/financial institution or other lender.
Undisclosed Income

Loans and advances and end use of funds The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understand that Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries) or

b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Information pursuant to the provisions of Section 22 of Micro, Small and Medium Enterprises Development Act, 2006 During the year company has not paid any interest in terms of the section 18 of the above mentioned act. No principal amount or interest amount are due at the end of this accounting year which is payable to any Micro, Small or Medium enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.
The Company has prepared these financial statements as per the format prescribed by Revised-Amended Schedule III to the Companies Act, 2013 (‘the schedule’) issued by Ministry of Corporate Affairs. Previous year figures have been recast /restated, regrouped, rearranged, reclassified to conform to the classification of the current year.
Shares pledge by Clients as margin in Futures & option and Capital market have been repledge with our clearing member M/s Globe Capital Market Ltd. and also Lying with the our different beneficiary account in Depository have not been taken in our books of accounts, as the beneficial ownership belongs to the clients only and also Tds on Dividend Received on these share does not belongs to dividend income of the company as beneficial owner of these share are clients of the company hence such dividend income has been credited to respective clients.

PAGE 177

NDA SECURITIES

ANNUAL REPORT FY24-25

Notes to the Consolidated Financial Statements

for the year ended 31 March 2025 (Contd.)

The accounts of certain Sundry Debtors and Creditors, Advances Received from customers and Advance paid to suppliers are subject to confirmation / reconciliation and adjustment, if any. The Management does not expect any material difference affecting the current year’s financial statements. In the opinion of the management, the current assets, loans and advances are expected to realize at least the amount at which they are stated, if realized in the ordinary course of business and provision for all known liabilities have been adequately made in the books of accounts.
The Entire operation of the company relates to only one reportable segment therefore segment reporting by Ind As 108 is not required
The Current Period refers to the period April 01, 2024 to March 31, 2025. (Previous year refers to April 01, 2023 to March 31, 2024). The figures appearing in the financial statements have been rounded off to nearest lacs as per amendment made in Such-III of Company Act and are in agreement with the books of accounts or group of account.
Previous year figures have been regrouped or reclassified, wherever to conform to the current year’s presentation.

The accompanying notes are an integral part of the financial statements. Material Accounting Policies 1 to 2 Notes to Financial Statements 3 to 51 FOR JM AND ASSOCIATES Chartered Accountants Firm Registration No.: 011270N Joginder Kumar Mittal (Partner) Membership No. : 088327 UDIN: 25088327BMIGN5307

For and on behalf of the Board of Directors of NDA SECURITIES LIMITED CIN: L74899DL1992PLC050366

Sanjay Agarwal Deepti Agarwal Managing Director Director DIN : 00010639 DIN: 00049250 Arun Kumar Mistry Shalini Chauhan Chief Financial Officer Company Secretary PAN: AHKPM9725H PAN: CLEPC6328Q

Place: New Delhi Date : 15-May-2025

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NDA
ANNUAL REPORT FY24-25
SECURITIES
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ANNUAL REPORT FY24-25

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Contact Info

011-46204000 011-46204050

[email protected] www.ndaindia.com

E-157, Second Floor, Kalkaji, New Delhi – 110019 IN

AI assistant

NDA Securities ltd. — Annual Report 2025

62810_rns_2025-07-19_27a406be-6bd3-48cc-9103-701f81b491ea.pdf

NDA SECURITIES LIMITED ANNUAL REPORT

NDA SECURITIES LIMITED

01 CORPORATE INFORMATION

03 KEY MILESTONES AND ACHIEVEMENTS

04 NOTICE TO SHAREHOLDERS

05 BOARD’S REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

06 STANDALONE INDEPENDENT AUDITOR’S REPORT AND FINANCIAL STATEMENTS

07 CONSOLIDATED INDEPENDENT AUDITOR’S REPORT AND FINANCIAL STATEMENTS

CORPORATE INFORMATION

BOARD OF DIRECTORS

BANKERS

CHIEF FINANCIAL OFFICER

REGISTRAR & SHARE TRANSFER AGENTS

DEPOSITORY PARTICIPANT OF

COMPANY SECRETARY AND COMPLIANCE OFFICER

TRADING MEMBER OF

REGISTERED OFFICE

CORPORATE OFFICE:

TRADING MEMBER OF BSE LIMITED

OUR VISION

Their offerings include:

OUR MISSION

Make Investment Easier

MANAGING DIRECTOR’S LETTER

Mr. Gaurav Jindal

Performance Overview

LEADERSHIP TEAM

THE HISTORY

WHATS SETS US APART?

Equity Broking

Depository Services

IPO Distribution

Mutual Fund Distribution

Research Analyst

Margin Trading Facility

CURRENT OPERATIONS AND MARKET PRESENCE

BUSINESS EVOLUTION

KEY MILESTONES AND ACHIEVEMENTS

ABOUT BSE AND NSE

TRADING PLATFORM INFRASTRUCTURE

ABOUT ITS REACH IN INDIA

SWOT ANALYSIS

STRENGTHS

WEAKNESSES

OPPORTUNITIES

THREATS

NOTICE TO SHAREHOLDERS 2025

Notice to Shareholders

ORDINARY BUSINESS:

Item No. 3 : To Regularize the appointment of Mr. Arvind Sharma as an Executive Director

Notice to Shareholders

ITEM NO. 5: To Appoint Secretarial Auditor of the Company

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

Step 1: Access to NSDL e-Voting system

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

How to Log-in to NSDL e-Voting website?

Notice to Shareholders (Contd.)

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

General Guidelines for shareholders

Notice to Shareholders (Contd.)

Notice to Shareholders

ANNEXURE TO THE NOTICE

ITEM NO. 2

ITEM NO 3

ITEM NO 4

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

Notice to Shareholders (Contd.)

ANNUAL REPORT FY24-25 DIRECTORS’ REPORT

Dear Shareholders,

INFORMATION ON STATE OF THE COMPANY’S AFFAIRS

1. FINANCIAL STATEMENT

2. DIVIDEND

(Contd.) Board's Report

NDA Securities ltd. Annual Report 2025